Common use of Dissenters’ Rights Clause in Contracts

Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that has not voted in favor of the Merger or consented thereto in writing and that has properly delivered a written notice of demand for appraisal of such Target Shares in accordance with the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target Shares”), shall not be converted into the right to receive Power3 Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Power3 Shares to which such Target Shareholder is entitled, without interest or dividends thereon. The Company shall give Power3: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrarycontrary (without limitation of Section 6.3(d)), any Target Shares that if dissenter’s rights are available under the NRS in connection with the Merger, shares of American Eagle Common Stock issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that has not voted any holder who is entitled to exercise dissenter’s rights and who properly exercises such rights with respect to such shares pursuant to, and who complies in favor all respects with, the applicable provisions of the Merger or consented thereto in writing and that has properly delivered a written notice of demand for appraisal of such Target Shares in accordance with the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger NRS (the “Dissenting Target Shares”), ) shall not be converted into the right to receive Power3 Shares unless and until such Target Shareholder fails the Merger Consideration payable pursuant to perfect or effectively withdraws or loses its right to appraisal and payment under the NGCL. IfSection 2.1, after but, instead at the Effective Time, shall become the right to payment of the fair value of such shares in accordance with the applicable provisions of the NRS and, at the Effective Time, all Dissenting Shares shall no longer be outstanding and shall automatically be canceled and cease to exist. Notwithstanding the foregoing, if any such Target Shareholder fails holder shall fail to perfect or effectively withdraws otherwise shall waive, withdraw or loses its lose dissenter’s rights under the applicable provisions of the NRS or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the applicable provisions of the NRS, then the right of such holder to appraisal, be paid the fair value of such holder’s Dissenting Target Shares under the applicable provisions of the NRS shall be forfeited and cease and each of such holder’s Dissenting Shares shall thereupon be treated as if they had deemed to have been converted as of at the Effective Time into into, and shall have become, the right to receive the Power3 Shares to which Merger Consideration payable in respect of such Target Shareholder is entitled, without interest or dividends thereonshares. The Company American Eagle shall give Power3: (i) deliver prompt notice to Eternal of any notice or demands for appraisal or payment for Target Shares received by the Company, exercise of dissenter’s rights with respect to any shares of American Eagle Common Stock and (ii) provide Eternal with the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or noticesDissenting Shares under the NRS. The Company Prior to the Effective Time, American Eagle shall not, without the prior written consent of Power3Eternal, make any payment with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demands. Any amounts paid Dissenting Shares, or agree to holders do any of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3foregoing.

Dissenters’ Rights. Notwithstanding any provision Shares of L360 Common Stock that have not been voted to approve the Merger transaction contemplated by this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that has not voted in favor of the Merger or consented thereto in writing and that has with respect to which appraisal rights have been properly delivered a written notice of demand for appraisal of such Target Shares exercised in accordance with the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger FLBCA (the “Dissenting Target Shares”), shall ) will not be converted into the right to receive Power3 the Merger Shares unless and until otherwise payable with respect to such Target Shareholder fails to perfect L360 Common Stock at or effectively withdraws or loses its right to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its but will instead be converted into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the provisions of the FLBCA. If a holder of Dissenting Shares (a “Dissenting Shareholder”) withdraws his or her demand for such payment and appraisal or becomes ineligible for such payment and appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted then, as of the Effective Time or the occurrence of such event of withdrawal or ineligibility, whichever last occurs, such holder’s Dissenting Shares will cease to be Dissenting Shares and will be converted into the right to receive receive, and will be exchangeable for, the Power3 Merger Shares to which such Target Shareholder is entitled, without interest or dividends thereonin accordance with Section 2.2 of this Agreement. The L360 will give the Company shall give Power3: (i) and Merger Sub prompt notice of any notice or demands demand received by L360 from a holder of Dissenting Shares for appraisal or payment for Target Shares received by the Companyof such Dissenting Shareholder’s shares of L360 Common Stock, and (ii) the opportunity Company shall have the right to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3demand. Each Dissenting Target ShareShareholder who, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCLprovisions of the FLBCA, becomes entitled to payment of the value of the Dissenting Shares will receive payment therefor but only after the value therefor has been agreed upon or finally determined pursuant to such provisions. At Any portion of the Effective Time, any holder of Dissenting Target Merger Shares shall cease to that would otherwise have any rights been payable with respect thereto except to Dissenting Shares if such shares of L360 Common Stock were not Dissenting Shares will be issued to the rights provided by other L360 Shareholders, as a result of an adjustment to the NGCL or Conversion Rate, as otherwise provided described in this Section 1.32.1(a).

Dissenters’ Rights. Notwithstanding any provision of this Agreement No appraisal rights are available to the contraryholders of Shares in connection with the Offer. However, if the Merger takes place pursuant to Section 251(h) of the DGCL, stockholders whose Shares are not accepted TABLE OF CONTENTS for purchase pursuant to the Offer and who properly demand appraisal of their Shares pursuant to, and who comply in all respects with, Section 262 of the DGCL will have appraisal rights under Section 262 of the DGCL. If you choose to exercise your appraisal rights in connection with the Merger, you comply with the applicable legal requirements under the DGCL and you neither waive, withdraw nor otherwise lose your rights to appraisal under the DGCL, you will be entitled to payment in cash in an amount equal to the “fair value” of your Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value. This value may be the same as or more or less than the price that Purchaser is offering to pay you in the Offer and the Merger. Moreover, the surviving corporation may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of such Shares is less than the price paid in the Offer and the Merger. Under Section 262 of the DGCL, where a merger is approved under Section 251(h) of the DGCL, either a constituent corporation before the effective date of the merger, or the surviving corporation within ten days thereafter, will notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and will include in such notice a copy of Section 262. The Schedule 14D-9 constitutes the formal notice of appraisal rights under Section 262 of the DGCL. Any holder of Shares who wishes to exercise such appraisal rights or who wishes to preserve his, her or its right to do so should review the discussion of appraisal rights in the Schedule 14D-9 as well as Section 262 of the DGCL, attached as Annex B to the Schedule 14D-9, carefully because failure to timely and properly comply with the procedures of Section 262 of the DGCL may result in the loss of appraisal rights under the DGCL. Because of the complexity of the procedures for exercising appraisal rights, any Target stockholder wishing to exercise appraisal rights or to preserve the right to do so is urged to consult legal counsel. As described more fully in the Schedule 14D-9, if a stockholder elects to exercise appraisal rights under Section 262 of the DGCL with respect to Shares that are issued and outstanding held immediately prior to the Effective Time effective time, such stockholder must do all of the following: • within the later of the consummation of the Offer, which will occur on the date on which Purchaser irrevocably accepts for purchase the Shares validly tendered in the Offer, and twenty days after the date of mailing of the notice of appraisal rights in the Schedule 14D-9 (which date of mailing is April 22, 2022), demand in writing the appraisal of such stockholder’s Shares, which demand must be sent to the Company at the address indicated in the Schedule 14D-9 and reasonably inform the Company of the identity of the stockholder and that are held by a Target Shareholder that has the stockholder is demanding appraisal for such Shares; ​ • not voted tender (or, if tendered, not fail to withdraw prior to the Offer Expiration Time) such Shares in favor the Offer; and • continuously hold of record such Shares from the Merger or consented thereto in writing and that has properly delivered a date on which the written notice of demand for appraisal is made through the date of such Target Shares in accordance the Merger. ​ Parent and the Company filed Premerger Notification and Report Forms with the NGCLFTC and the DOJ relating to Parent’s proposed acquisition of the Company on April 21, if 2022. Consequently, the NGCL provides required TABLE OF CONTENTS​​ waiting period with respect to the Offer will expire at 11:59 p.m., New York City time, on May 6, 2022, unless early termination of the waiting period is granted or the waiting period is extended. Under the provisions of the HSR Act, applicable to the Offer, the acquisition of Shares pursuant to the Offer may be consummated following the expiration of a 15-day waiting period following the filing by Parent of its Premerger Notification and Report Form with respect to the Offer, unless Parexx xxxeives a request for appraisal rights for such Target Shares in additional information or documentary material from the Merger (DOJ or the “Dissenting Target Shares”)FTC or unless early termination of the waiting period is granted. Parent may also withdraw its Premerger Notification and Report Form on or before the last day of the 15-day waiting period and refile the Form within two business days of withdrawal, shall not be converted into the right to receive Power3 Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under the NGCLwhich would initiate a new 15-day waiting period. If, within the initial 15-day waiting period, either the DOJ or the FTC requests additional information or documentary material concerning the Offer, the waiting period will be extended through the 10th day after the Effective Timedate of substantial compliance by Parent. Complying with a request for additional information or documentary material may take a significant amount of time. At any time before or after Parent’s acquisition of Shares pursuant to the Offer, any the Antitrust Division or the FTC could take such Target Shareholder fails action under the antitrust laws as either deems necessary or desirable in the public interest, including seeking to perfect enjoin the purchase of Shares pursuant to the Offer, or effectively withdraws seeking the divestiture of Shares acquired by Parent or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as the divestiture of substantial assets of the Effective Time into Company or its subsidiaries or Parent or its subsidiaries. State attorneys general may also bring legal action under both state and federal antitrust laws, as applicable. Private parties may also bring legal action under the right antitrust laws under certain circumstances. There can be no assurance that a challenge to receive the Power3 Shares to which such Target Shareholder is entitled, without interest or dividends thereon. The Company shall give Power3: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and Offer on antitrust grounds will not be paid, directly or indirectly, by Power3. Each Dissenting Target Sharemade or, if anysuch a challenge is made, shall the result thereof. In addition, under the Competition Act, transactions involving parties with sales above certain revenue thresholds cannot be canceled after payment in respect thereof has been made to consummated until they are reviewed and approved by the holder thereof Competition Bureau of Canada following submission of the requisite filings and/or a request for an advance ruling certificate. The parties submitted a request for an advanced ruling certificate pursuant to the NGCL. At the Effective TimeCompetition Act on April 21, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.32022.

Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary, any Target Shares that are issued each outstanding eXp Realty Share the holder of which has demanded and outstanding immediately prior perfected such holder’s right to dissent from the Merger and to be paid the fair value of such share in accordance with RCW 23B.13 as of the Effective Time (“Dissenting Share”), and that are held by a Target Shareholder that which has not voted in favor of the Merger effectively withdrawn or consented thereto in writing and that has properly delivered a written notice of demand for appraisal of lost such Target Shares in accordance with the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target Shares”)dissenters’ right, shall not be converted into or present a right to receive any of the Acquisition Shares, but the holder thereof shall be entitled only to such rights as are granted by the State Corporation Law; provided, however, that any holder of Dissenting Shares who shall have failed to perfect or shall have withdrawn or lost his, her or its dissenters’ rights with respect to such Dissenting Shares, in each case under the State Corporation Law, shall forfeit the right to receive Power3 appraisal of such Dissenting Shares, and such Dissenting Shares unless and until such Target Shareholder fails shall be deemed to perfect or effectively withdraws or loses its have been converted into the right to appraisal and payment under the NGCL. Ifreceive, after as of the Effective Time, the applicable Acquisition Shares, at such times and in such percentages as such Acquisition Shares are received by other eXp Realty Shareholders. eXp Realty shall give DSET prompt written notice of any notice of intent to demand dissenters’ rights pursuant to the State Corporation Law and received by eXp Realty. eXp Realty hereby covenants that it will provide to each holder of eXp Realty Shares such Target Shareholder fails notices as required by and in accordance with RCW 23B.13. Notwithstanding anything to perfect the contrary contained in this Section 2.5 if the Merger is rescinded or effectively withdraws or loses its abandoned, then the right of any holder of eXp Realty Shares to appraisal, be paid the fair value of such Dissenting Target Shares shall thereupon be treated as if they had been converted cease. The Surviving Corporation shall comply with all of its obligations under the State Corporation law with respect to holders of Dissenting Shares, and as of the Effective Time into the right to receive the Power3 Time, DSET hereby assumes any obligation in connection with payment of fair value for such Dissenting Shares to which such Target Shareholder is entitled, without interest or dividends thereon. The Company shall give Power3: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, and (ii) the opportunity to participate all expenses in and direct all negotiations and proceedings connection with respect to any such demands or notices. The Company shall not, without the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any Company’s dissenters’ rights with respect thereto except the rights provided by the NGCL or obligations as otherwise provided in this Section 1.3RCW 23B.13.

Dissenters’ Rights. (a) Promptly following the approval of this Agreement by the Stockholders, the Company shall provide each record holder of Outstanding Shares, who shall not have voted in favor of the Merger or consented thereto in writing, with notice of such holder’s appraisal rights pursuant to Section 262 of the DGCL. The Company shall give Purchaser prompt notice of any demands for appraisal pursuant to Section 262 of the DGCL received by the Company from any Stockholders, withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company in connection therewith and the opportunity to participate in and direct all negotiations with respect to any such demand for appraisal. No later than ten (10) days following the date on which the Effective Time occurs, Purchaser and the Surviving Corporation shall provide notice of the Effective Time to each Stockholder who has neither voted in favor of the Merger nor consented thereto in writing and has not withdrawn or lost the right to the appraisal pursuant to Section 262 of the DGCL. The Company shall not, except with the prior written consent of the Purchaser, make any payment or agree to make any payment with respect to any demand for appraisal or agree to settle any such demands. (b) Notwithstanding any provision of this Agreement to the contrary, any Target no Outstanding Shares that are issued and outstanding held immediately prior to the Effective Time and that are held by a Target Shareholder that has not holders who have neither voted in favor of the Merger or nor consented thereto in writing and that has properly delivered a written notice of demand who have demanded and perfected the right, if any, for appraisal of such Target Outstanding Shares in accordance with the NGCLprovisions of Section 262 of the DGCL and have not withdrawn or lost such right to appraisal (collectively, if the NGCL provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target Shares”), ) shall not be converted into the right to receive Power3 Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time into the represent a right to receive the Power3 Common Stock Per Share Merger Consideration or Preferred Stock Per Share Total Merger Consideration, as applicable, or any other consideration pursuant to Section 2.11, Section 2.12 or Section 11.12, but the holder of such Dissenting Shares shall only be entitled to which such Target Shareholder is entitledappraisal rights as are granted by the DGCL. If a holder of Outstanding Shares who demands appraisal of such Outstanding Shares under the DGCL shall thereafter effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal with respect to such Outstanding Shares, then, as of the occurrence of such withdrawal or loss, each such Outstanding Share shall be deemed to have been converted into and represent only the right to receive, in accordance with Section 2.6, Section 2.11, Section 2.12 and (if applicable) Section 11.12, the Common Stock Per Share Merger Consideration in the case of Outstanding Common Shares or the Preferred Stock Per Share Total Merger Consideration in the case of Outstanding Preferred Shares, in each case, without interest or dividends thereon. The Company shall give Power3: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.311.12.

Dissenters’ Rights. (a) No later than ten (10) days following the Closing Date, the Company shall provide each record holder of Outstanding Shares who shall have properly asserted appraisal rights under Section 30-1-1321 of the IBCA with written appraisal notice and form pursuant to Section 30-1-1322 of the IBCA. (b) Notwithstanding any provision of this Agreement to the contrary, any Target no Outstanding Shares that are issued and outstanding held immediately prior to the Effective Time and that are held by a Target Shareholder that has holders who have not voted in favor of the Merger or consented thereto in writing and that has properly delivered a written notice of demand have demanded and perfected the right for appraisal of such Target Outstanding Shares in accordance with the NGCLprovisions of the IBCA and have not withdrawn or lost such right to appraisal (collectively, if the NGCL provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target Shares”), ) shall not be converted into or represent a right to receive the applicable consideration for such shares set forth in this Agreement, if any, but the holder of such Dissenting Shares shall only be entitled to such appraisal rights as are granted by the Idaho Acts. If a holder of Outstanding Shares who demands appraisal of such Outstanding Shares under the Idaho Acts shall thereafter effectively withdraw or lose (through failure to perfect or otherwise) the right to receive Power3 Shares unless and until appraisal with respect to such Target Shareholder fails to perfect Outstanding Shares, then, as of the occurrence of such withdrawal or effectively withdraws or loses its right to appraisal and payment under the NGCL. Ifloss, after the Effective Time, any each such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares Outstanding Share shall thereupon be treated as if they had been converted deemed as of the Effective Time to have been converted into and represent only the right to receive receive, in accordance with Sections 2.6 and 2.12, the Power3 Shares to which applicable consideration for such Target Shareholder is entitledshares set forth in this ARTICLE II. (c) The Representative, without interest or dividends thereon. The Company shall give Power3: (i) prompt notice on behalf of any notice or demands for appraisal or payment for Target Shares received by the Company, and (ii) the opportunity to participate in and shall direct all negotiations and proceedings with respect to demands for appraisal under the Idaho Acts. The Representative shall comply in all respects with the provisions of the IBCA with respect to the Dissenting Shares. The Representative shall give the Parent notice of any demands for appraisal pursuant to the Idaho Acts, withdrawals of such demands and any other instruments served pursuant to the Idaho Acts and received by the Representative in connection therewith. Neither the Company nor the Surviving Corporation shall make any payment with respect to any demands for appraisal or offer to settle or settle any such demands or notices. The Company shall not, without the prior written consent of Power3the Representative and, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant extent such payments or settlement amounts (together with any prior payments or settlement amounts relating to Dissenting Shares) would exceed the NGCL. At Special Escrow Amount, the Effective Time, any holder prior written consent of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3Parent.

Dissenters’ Rights. Notwithstanding any provision Each outstanding Bank Common Stock, the holder of this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that which has not voted in favor of the Merger or consented thereto in writing and that has properly delivered a written notice of demand for appraisal of such Target Shares perfected dissenters’ rights in accordance with the NGCL, if provisions of the NGCL provides for Florida Banking Code (the “Dissent Provisions”) and has not effectively withdrawn or lost such holder’s right to such appraisal rights for such Target Shares in the Merger (the “Dissenting Target Bank Shares”), shall not be converted into the or represent a right to receive Power3 the Exchange Shares unless issuable in the Merger but the holder thereof shall be entitled only to such rights as are granted by the Dissent Provisions. The Bank shall give BHC prompt notice upon receipt by Bank of any written objection to the Merger and until any written demands for payment of the fair value of the Bank Common Stock, and of withdrawals of such Target demands, and any other instruments provided to Bank pursuant to the Dissent Provisions (any shareholder duly making such demand being hereinafter called a “Dissenting Shareholder”). Each Dissenting Shareholder fails who becomes entitled, pursuant to the Dissent Provisions, to payment of fair value of any Bank Common Stock held by such Dissenting Shareholder shall receive payment therefor from Bank (but only after the amount thereof shall have been agreed upon or at the times and in the amounts required by the Dissent Provisions) and all of such Dissenting Shareholder’s Bank Common Stock shall be cancelled. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdraws withdrawn or loses its lost such right to appraisal and demand payment under of fair value, the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, Bank Common Stock held by such Dissenting Target Shares Shareholder shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Power3 Shares consideration to which such Target Shareholder is entitled, without interest or dividends thereon. The Company shall give Power3: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by be issued in the Company, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or Merger as otherwise provided in this Section 1.3Agreement. Any such consideration so issued shall be issued by the BHC without interest upon surrender by such holder of the certificate or certificates representing the shares held by the holder.

Dissenters’ Rights. Notwithstanding any other provision of this Agreement to the contrary, any Target Shares shares of CFB Common Stock that are issued and outstanding immediately prior to before the Effective Time and that which are held by a Target Shareholder that has shareholders who shall have not voted in favor of the Merger or consented thereto in writing and that has who properly delivered a written notice shall have demanded payment of demand the fair value for appraisal of such Target Shares shares in accordance with the NGCLIFIA (collectively, if the NGCL provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target Dissenters’ Shares”), ) shall not be converted into the right to receive Power3 Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time into represent the right to receive the Power3 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 IFIA, except that all Dissenters’ Shares held by shareholders who shall have failed to which such Target Shareholder is entitledperfect or who effectively shall have withdrawn or otherwise lost their rights as dissenting shareholders under the IFIA 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 or dividends thereon, the Merger Consideration upon surrender in the manner provided in Section 2.6 of the Certificate(s) that, immediately before the Effective Time, evidenced such shares. The Company CFB shall give Power3: First Savings (i) prompt written notice of any notice or written demands for appraisal or payment for Target Shares of fair value of any shares of CFB Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the IFIA and received by the Company, CFB relating to shareholders’ dissenters’ rights and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or noticesunder the IFIA consistent with the obligations of CFB thereunder. The Company CFB shall not, without except with the prior written consent of Power3First Savings, (x) make any payment with respect toto such demand, or settle, (y) offer to settle or otherwise negotiate, settle any such demands. Any amounts paid demand for payment of fair value or (z) waive any failure to holders timely deliver a written demand for payment of Dissenting Target Shares fair value or timely take any other action to perfect payment of fair value rights in an appraisal proceeding shall be paid by accordance with the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3IFIA.

Dissenters’ Rights. Notwithstanding any provision Shares that have not been voted for approval of this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that has not voted in favor of the Merger (or which have not consented thereto in writing to each of them) and that has properly delivered with respect to which a written notice of demand for payment and appraisal of such Target Shares have been properly made in accordance with Section 262 of the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger DGCL (the “Dissenting Target Shares”), shall ) will not be converted into the right to receive Power3 the Per Share Amount (if and as adjusted pursuant to this Article III) otherwise payable with respect to such Shares unless and until such Target Shareholder fails to perfect at or effectively withdraws or loses its right to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its but instead will be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the laws of the State of Delaware. If a holder of Dissenting Shares (a “Dissenting Stockholder”) withdraws his or her demand for such payment and appraisal or becomes ineligible for such payment and appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted then, as of the Effective Time or the occurrence of such event of withdrawal or ineligibility, whichever last occurs, such holder’s Dissenting Shares will cease to be Dissenting Shares and will be converted into the right to receive receive, and will be exchangeable for, the Power3 Shares to which such Target Shareholder is entitled, without interest or dividends thereonPer Share Amount (if and as so adjusted) in accordance with this Agreement. The Company shall will give Power3: (i) Parent and Acquisition prompt notice of any notice or demands for appraisal or payment for Target Shares demand received by the CompanyCompany from a holder of Dissenting Shares for appraisal of Shares, and (ii) Parent shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to any such demands or noticesdemand. The Company shall notagrees that, without except with the prior written consent of Power3Parent, or as required under the DGCL, it will not voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiateoffer or agree to settle, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3demand for appraisal. Each Dissenting Target ShareStockholder who, if anypursuant to Section 262 of the DGCL, shall be canceled becomes entitled to payment of the value of the Dissenting Shares will receive payment therefor but only after payment in respect thereof the value therefor has been made to the holder thereof agreed upon or finally determined pursuant to such provisions. Any portion of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to Per Share Amount (if and as so adjusted) that would otherwise have any rights been payable with respect thereto except the rights provided to Dissenting Shares if such Shares were not Dissenting Shares will be retained by the NGCL or as otherwise provided in this Section 1.3Parent.

Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary, any Target SoOum Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a Target SoOum Shareholder that has not voted in favor of the Merger or consented thereto in writing and that who has properly delivered a written notice of demand for appraisal of such Target Shares in accordance with the NGCLDGCL, if the NGCL such Law provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target Shares”), shall not be converted into the right to receive Power3 SFI Shares unless and until such Target Shareholder shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under the NGCLDGCL. If, after the Effective Time, any such Target SoOum Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target SoOum Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Power3 SFI Shares to which such Target Shareholder is entitled, without interest or dividends thereon. The Company SoOum shall give Power3: SFI (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, SoOum and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company SoOum shall not, without the prior written consent of Power3SFI, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target SoOum Shares in an appraisal proceeding shall be paid by the Surviving Company Corporation out of its own funds and will not be paid, directly or indirectly, by Power3SoOum. Each Dissenting Target SoOum Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCLDGCL. At the Effective Time, any holder of Dissenting Target SoOum Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL DGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any other provision of this Agreement to the contrary, any Target Shares shares of SOFB Common Stock that are issued and outstanding immediately prior to the Effective Time and that which are held by a Target Shareholder that has shareholders who shall have not voted in favor of the Merger or consented thereto in writing and that has who properly delivered a written notice shall have demanded payment of demand the fair value for appraisal of such Target Shares shares in accordance with the NGCLTBCA (collectively, if the NGCL provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target Dissenters’ Shares”), ) shall not be converted into the right to receive Power3 Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time into represent the right to receive the Power3 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 TBCA, except that all Dissenters’ Shares held by shareholders who shall have failed to which such Target Shareholder is entitledperfect or who effectively shall have withdrawn or otherwise lost their rights as dissenting shareholders under the TBCA 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 or dividends 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, evidenced such shares. The Company SOFB shall give Power3: Jefferson Bancshares (i) prompt notice of any notice or written demands for appraisal or payment for Target Shares of fair value of any shares of SOFB Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the TBCA and received by the Company, SOFB relating to shareholders’ dissenters’ rights and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or noticesunder the TBCA consistent with the obligations of SOFB thereunder. The Company SOFB shall not, without except with the prior written consent of Power3Jefferson Bancshares, (x) make any payment with respect toto such demand, or settle, (y) offer to settle or otherwise negotiate, settle any such demands. Any amounts paid demand for payment of fair value or (z) waive any failure to holders timely deliver a written demand for payment of Dissenting Target Shares fair value or timely take any other action to perfect payment of fair value rights in an appraisal proceeding shall be paid by accordance with the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3TBCA.

Dissenters’ Rights. Notwithstanding any provision If holders of this Agreement EPub Capital Stock are entitled to the contrary, any Target Shares that are issued and outstanding immediately prior to dissenters' rights at the Effective Time and that are held by a Target Shareholder that has not voted in favor of the Merger or consented thereto in writing and that has properly delivered a written notice under Section 262 of demand for appraisal of such Target Shares in accordance with the NGCLDGCL, if the NGCL provides for appraisal shares as to which dissenters' rights for such Target Shares in are available ("DISSENTING SHARES") shall not be converted into the Merger (Consideration on or after the “Dissenting Target Shares”)Effective Time of the Merger, but shall not instead be converted into the right to receive Power3 from the Surviving Corporation such consideration as may be determined to be due with respect to such Dissenting Shares unless and until pursuant to the DGCL. Each holder of Dissenting Shares (a "DISSENTING STOCKHOLDER") who, pursuant to the provisions of Section 262 of the DGCL, becomes entitled to payment of the value of shares of EPub Capital Stock held by such Target Shareholder fails Dissenting Stockholder shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to perfect or effectively withdraws or loses its right to appraisal and payment under such provisions). In the NGCL. Ifevent of the legal obligation, after the Effective TimeTime of the Merger, to deliver the Merger Consideration to any such Target Shareholder fails Dissenting Stockholder who shall have failed to perfect make an effective demand for appraisal or effectively withdraws or loses its right to appraisalshall have lost his status as a Dissenting Stockholder, the Surviving Corporation shall issue and deliver, upon surrender by such Dissenting Target Shares shall thereupon be treated as if they had been converted as Stockholder of his certificate or certificates representing shares of EPub Common Stock, the Effective Time into the right to receive the Power3 Shares Merger Consideration to which such Target Shareholder Dissenting Stockholder is entitledthen entitled under Section 3. 1. To the extent that FV or EPub makes any payment or payments in respect of any Dissenting Shares, without interest or dividends thereon. The Company FV shall give Power3: be entitled to recover under the terms of Section 10 hereof (by surrender of shares of FV Common Stock) (i) prompt notice the aggregate amount by which such payment or payments exceed the aggregate Merger Consideration that otherwise would have been payable in respect of any notice or demands for appraisal or payment for Target Shares received by the Company, and such shares plus (ii) the opportunity to participate aggregate fees and expenses (including reasonable attorneys' fees and expenses) incurred by FV or the Surviving Corporation in and direct all negotiations and proceedings connection with respect to any such demands calculating, settling or notices. The Company shall not, without litigating the prior written consent of Power3, make any payment with respect toamount of, or settle, offer to settle or otherwise negotiatemaking, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3payment.

Dissenters’ Rights. Notwithstanding any provision Shares of Company Common Stock that have not been voted for adoption of this Agreement and with respect to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that has not voted in favor of the Merger or consented thereto in writing and that has which appraisal must have been properly delivered a written notice of demand for appraisal of such Target Shares demanded in accordance with Section 1701.85 of the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger OGCL (the “"Dissenting Target Shares”), shall ") will not be converted into the right to receive Power3 Shares the Merger Consideration at or after the Effective Time unless and until the holder of such Target Shareholder shares (a "Dissenting Shareholder") fails to perfect or effectively withdraws or loses its such holder's right to appraisal and dissent from the Merger in accordance with the OGCL. Each Dissenting Shareholder shall be entitled to receive only the payment under provided by Section 1701.85 of the NGCLOGCL with respect to shares of Company Common Stock owned by such Dissenting Shareholder. If, after the Effective Time, any such Target Shareholder If a holder of Dissenting Shares so fails to perfect or perfect, effectively withdraws or loses its right to otherwise becomes ineligible for such appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted then, as of the Effective Time or the occurrence of such event, whichever last occurs, each of such holder's Dissenting Shares will cease to be a Dissenting Share and will be converted into and represent the right to receive the Power3 Shares to which such Target Shareholder is entitledMerger Consideration, without interest or dividends thereonand less any required withholding Taxes, upon the surrender of the Certificates representing such shares. The Company shall give Power3: (i) Parent prompt written notice of any notice or demands for appraisal or payment for Target Shares by Dissenting Shareholders received by the CompanyCompany or the Surviving Corporation, withdrawals of such demands, and (ii) any other instruments served on the opportunity to participate Company or the Surviving Corporation and any material correspondence received by the Surviving Corporation or the Company in and direct connection with such demands. After the Effective Time, Parent shall conduct all negotiations and proceedings with respect to any demands for appraisal under the OGCL and the Company will be entitled to participate in such demands or noticesnegotiations only as and to the extent requested by Parent. The Company shall not, without except with the prior written consent of Power3Parent, make any payment with respect toto any demands for appraisal of Dissenting Shares, compromise or settle, offer to settle or otherwise negotiate, settle any such demands or approve any withdrawal of any such demands. Any amounts funds paid to holders of Dissenting Target Shares in an appraisal proceeding Shareholders shall be paid by out of the Exchange Fund to the extent such payment is equal to or less than the Merger Consideration and, if greater, the excess shall be paid out of the assets of the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3Corporation.

Dissenters’ Rights. Notwithstanding any provision If holders of this Agreement Inbox Common Stock are entitled to the contrary, any Target Shares that are issued and outstanding immediately prior to dissenters' rights at the Effective Time and that are held by a Target Shareholder that has not voted in favor of the Merger or consented thereto in writing and that has properly delivered a written notice under Section 1300 et seq. of demand for appraisal of such Target Shares in accordance with the NGCLCBCA, if the NGCL provides for appraisal shares as to which dissenters' rights for such Target Shares in the Merger are available (the “Dissenting Target Shares”), "DISSENTING SHARES") shall not be converted into Aspec Common Stock on or after the Effective Time of the Merger, but shall instead be converted into the right to receive Power3 from the Surviving Corporation such consideration as may be determined to be due with respect to such Dissenting Shares unless and until pursuant to the CBCA. Each holder of Dissenting Shares (a "DISSENTING SHAREHOLDER") who, pursuant to the provisions of Section 1300 et seq. of the CBCA, becomes entitled to payment of the value of shares of Inbox Common Stock held by such Target Dissenting Shareholder fails shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to perfect or effectively withdraws or loses its right to appraisal and payment under such provisions). In the NGCL. Ifevent of the legal obligation, after the Effective TimeTime of the Merger, to deliver shares of Aspec Common Stock to any such Target Dissenting Shareholder fails who shall have failed to perfect make an effective demand for appraisal or effectively withdraws or loses its right to appraisalshall have lost his status as a Dissenting Shareholder, the Surviving Corporation shall issue and deliver, upon surrender by such Dissenting Target Shares shall thereupon be treated as if they had been converted as Shareholder of his certificate or certificates representing shares of Inbox Common Stock, the Effective Time into the right to receive the Power3 Shares shares of Aspec Common Stock to which such Target Dissenting Shareholder is entitled, without interest or dividends thereonthen entitled under this Section 3.2 and Section 1300 et seq. of the CBCA. The Company Surviving Corporation will pay all sums due to holders of Dissenting Shares on account of such shares. To the extent that Aspec or Inbox makes any payment or payments in respect of any Dissenting Shares, Aspec shall give Power3: be entitled to recover under the terms of Section 10 hereof (by surrender of shares of Aspec Common Stock) (i) prompt notice the aggregate amount by which such payment or payments exceed the aggregate amount of any notice or demands for appraisal or payment for Target Shares received by the Company, Aspec Common Stock and cash that otherwise would have been payable in respect of such shares plus (ii) the opportunity to participate aggregate fees and expenses (including reasonable attorneys' fees and expenses) incurred by Aspec or the Surviving Corporation in and direct all negotiations and proceedings connection with respect to any such demands calculating, settling or notices. The Company shall not, without litigating the prior written consent of Power3, make any payment with respect toamount of, or settle, offer to settle or otherwise negotiatemaking, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3payment.

Dissenters’ Rights. Notwithstanding any provision Membership Interests that have not been voted for approval of this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that has not voted in favor of the Merger contemplated hereunder, or consented thereto in writing writing, and that has properly delivered with respect to which a written notice of demand for appraisal payment of “fair value” (as such Target Shares term is defined in Section 25.15.425 of the Washington LLC Act) for such Membership Interests have been properly made in accordance with Article XII of the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger Washington LLC Act (the “Dissenting Target SharesInterests”), shall ) will not be converted into the right to receive Power3 the Merger Shares unless and until otherwise payable with respect to such Target Shareholder fails to perfect Membership Interests at or effectively withdraws or loses its right to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its but will be converted into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to such Dissenting Interests pursuant to Article XII of the Washington LLC Act and any other applicable laws of the state of Washington. If a holder of Dissenting Interests (a “Dissenting Interest Holder”) withdraws his or her demand for such payment and appraisal or becomes ineligible for such payment and appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted then, as of the Effective Time or the occurrence of such event of withdrawal or ineligibility, whichever last occurs, such holder’s Dissenting Interests will cease to be Dissenting Interests and will be converted into the right to receive receive, and will be exchangeable for, the Power3 Merger Shares to which such Target Shareholder is entitled, without interest or dividends thereonin accordance with Section 2.4 of this Agreement. The Company shall will give Power3: (i) Pubco and Merger Sub prompt notice of any notice or demands for appraisal or payment for Target Shares demand received by the CompanyCompany from a Dissenting Interest Holder for appraisal of such Dissenting Interest Holder’s Membership Interests, and (ii) Pubco shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to any such demands or noticesdemand. The Company shall notagrees that, without except with the prior written consent of Power3Pubco, or as required under the Washington LLC Act, it will not voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiateoffer or agree to settle, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3demand for appraisal. Each Dissenting Target ShareInterest Holder who, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCLprovisions of the Washington LLC Act, becomes entitled to payment of the “fair value” of the Dissenting Interests will receive payment therefor but only after the “fair value” has been determined pursuant to such provisions. At Any portion of the Effective Time, any holder of Dissenting Target Merger Shares shall cease to that would otherwise have any rights been payable with respect thereto except the rights provided to Dissenting Interests if such Membership Interests were not Dissenting Interests will be retained by the NGCL or as otherwise provided in this Section 1.3Pubco.

Dissenters’ Rights. (a) Notwithstanding any provision of this Agreement to the contrary, any Target to the extent that the right to demand payment of fair value of the CPA:12 Common Stock in connection with the Alternate Merger is available under the MGCL, Dissenting Shares held by a Dissenting Stockholder shall not be converted into the Merger Consideration but shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the MGCL; provided, however, that are issued and each share of CPA:12 Common Stock outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that has not voted in favor of the Merger or consented thereto in writing and that has properly delivered a written notice of demand for appraisal of such Target Shares in accordance with the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target Shares”), shall not be converted into the right to receive Power3 Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under the NGCL. IfStockholder who, after the Effective Time, any such Target Shareholder withdraws his demand or fails to perfect or effectively withdraws or otherwise loses its his right to appraisalreceive payment of fair value, such Dissenting Target Shares pursuant to the MGCL, shall thereupon be treated as if they had been deemed to be converted as of the Effective Time into the right to receive the Power3 Shares to which such Target Shareholder is entitledMerger Consideration, in the form of Holdings Common Stock, without interest interest. (b) Notwithstanding any provision of this Agreement to the contrary, to the extent that the right to demand payment of fair value of the CPA:14 Common Stock in connection with the Alternate Merger is available under the MGCL, any outstanding shares of CPA:14 held by a record holder or dividends thereon. The Company beneficial owner of shares of CPA:14 Common Stock who is entitled to demand and receive payment of the fair value of such holder’s shares pursuant to Section 3-202 of the MGCL and who does not vote for the Merger and complies with all provisions of the MGCL (including all provisions of Section 3-203 of the MGCL) concerning the right of holders of shares of CPA:14 Common Stock to object to the Merger and obtain fair value for their shares shall not be converted into the Merger Consideration but shall become the right to receive such consideration as may be determined to be due to such CPA:14 Stockholder pursuant to the MGCL; provided, however, that each share of CPA:14 Common Stock outstanding immediately prior to the Effective Time and held by a CPA:14 Stockholder who, after the Effective Time, withdraws his demand or fails to perfect or otherwise loses his right to receive payment of fair value, pursuant to the MGCL, shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration, in the form of Holdings Common Stock, without interest. (c) CPA:12 shall give Power3: CPA:14 (i) prompt notice of any notice or demands for appraisal or payment for Target Shares of fair value pursuant to the applicable provisions of the MGCL received by CPA:12, attempted withdrawals of such demands, and any other instruments served pursuant to the Company, MGCL and received by CPA:12 relating to rights of appraisal and (ii) the opportunity to participate in and direct the conduct of all negotiations and proceedings with respect to any such demands or noticesfor payment of fair value under the MGCL. The Company CPA:12 shall not, without except with the prior written consent of Power3CPA:14, make any payment with respect toto any such demands for payment of fair value, or settle, or offer to settle settle, or otherwise negotiate, negotiate any such demandsdemands for payment of fair value. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall CPA:14 will be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after responsible for any payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except to any such demands for payment of fair value from CPA:14 Stockholders who comply with the rights provided by the NGCL or as otherwise provided provisions in this Section 1.3Section.

Dissenters’ Rights. (a) Promptly following the receipt by the Company of written consents of Equityholders constituting the Requisite Stockholder Approval, the Company shall provide each record holder of Common Stock and Preferred Stock who shall not have voted in favor of the Merger or consented thereto in writing, with notice (such notice to be subject to Parents review and consent, such consent not to be unreasonably withheld or delayed) of such holder’s appraisal rights pursuant to Section 262 of the DGCL and dissenters rights pursuant to Chapter 13 of the California Corporations Code (the “CCC”), as applicable. The Company shall give Parent prompt notice of any demands for appraisal pursuant to Section 262 of the DGCL or Chapter 13 of the CCC received by the Company from any Equityholders, withdrawals of such demands and any other instruments served pursuant to the DGCL or CCC and received by the Company in connection therewith. No later than 10 days following the date on which the Effective Time occurs, Parent and the Interim Surviving Corporation or the Final Surviving Entity, as applicable, shall provide notice of the Effective Time to each holder of Dissenting Shares (as defined below). (b) Notwithstanding any provision of this Agreement to the contrary, any Target Shares no shares of Company Capital Stock that are issued and outstanding held immediately prior to the Effective Time and that are held by a Target Shareholder that has not holders who have neither voted in favor of the Merger or nor consented thereto in writing and that has properly delivered a written notice of demand who have demanded and perfected the right, if any, for appraisal of such Target Shares shares of Company Capital Stock in accordance with the NGCLprovisions of Section 262 of the DGCL or Chapter 13 of the CCC and have not withdrawn or lost such right to appraisal (collectively, if the NGCL provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target Shares”), ) shall not be converted into the right to receive Power3 Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time into the represent a right to receive the Power3 consideration for such shares set forth in this Agreement, but the holder of such Dissenting Shares shall only be entitled to which such Target Shareholder is entitled, without interest or dividends thereon. The Company shall give Power3: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received rights as are granted by the Company, and DGCL or CCC. If a holder of Company Capital Stock who demands appraisal of such Company Capital Stock under the DGCL or CCC shall thereafter effectively withdraw or lose (iithrough failure to perfect or otherwise) the opportunity right to participate in and direct all negotiations and proceedings appraisal with respect to any such demands Company Capital Stock, then, as of the occurrence of such withdrawal or notices. The loss, each such share of Company shall not, without the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding Capital Stock shall be paid by deemed to have been converted into and represent only the Surviving Company out of its own funds right to receive, in accordance with Sections 2.6 and will not be paid2.12, directly or indirectly, by Power3. Each Dissenting Target Sharethe consideration for such shares set forth in this ARTICLE II and Section 10.7(b), if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. (a) Promptly following the later of the execution of this Agreement and the Reorganization, Delaware Company shall provide each record holder of Delaware Company Common Shares and Delaware Company Preferred Shares, who shall not have voted in favor of the Merger or consented thereto in writing, with notice of such holder’s appraisal rights pursuant to Section 262 of the DGCL. Delaware Company shall give Parent prompt notice of any demands for appraisal pursuant to Section 262 of the DGCL received by Delaware Company from any Stockholders, withdrawals of such demands and any other instruments served pursuant to the DGCL and received by Delaware Company in connection therewith. No later than 10 days following the date on which the Effective Time occurs, Parent and the Surviving Entity shall provide notice of the Effective Time to each Stockholder who has neither voted in favor of the Merger nor consented thereto in writing and has not withdrawn or lost the right to the appraisal pursuant to Section 262 of the DGCL. (b) Notwithstanding any provision of this Agreement to the contrary, any Target no Outstanding Shares that are issued and outstanding held immediately prior to the Effective Time and that are held by a Target Shareholder that has not holders who have neither voted in favor of the Merger or nor consented thereto in writing and that has properly delivered a written notice of demand who have demanded and perfected the right, if any, for appraisal of such Target Outstanding Common Shares in accordance with the NGCLprovisions of Section 262 of the DGCL and have not withdrawn or lost such right to appraisal (collectively, if the NGCL provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target Shares”), ) shall not be converted into the right to receive Power3 Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time into the represent a right to receive the Power3 consideration for such shares set forth in this Agreement, but the holder of such Dissenting Shares shall only be entitled to which such Target Shareholder is entitled, without interest or dividends thereon. The Company shall give Power3: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received rights as are granted by the Company, and DGCL. If a holder of Outstanding Shares who demands appraisal of such Outstanding Shares under the DGCL shall thereafter effectively withdraw or lose (iithrough failure to perfect or otherwise) the opportunity right to participate in and direct all negotiations and proceedings appraisal with respect to any such demands Outstanding Shares, then, as of the occurrence of such withdrawal or notices. The Company shall notloss, without the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any each such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding Outstanding Share shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease deemed to have any rights been converted into and represent only the right to receive, in accordance with respect thereto except Section 2.13, the rights provided by the NGCL or as otherwise provided consideration for such shares set forth in this Section 1.3Agreement.

Dissenters’ Rights. Notwithstanding Pursuant to Section 607.1302(a) of the Florida Business Corporation Act, a copy of which is attached hereto as Exhibit _____, any provision holder of this Agreement Cigarette Common Stock who objects to the contraryMerger will be entitled to dissent and exercise appraisal rights. That section enables an objecting shareholder to be paid, any Target Shares in cash, the value of his Cigarette Common Stock as determined by FBCA Section 607.1301, provided that the following conditions are issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that has satisfied: (a) Such shareholder must not voted vote in favor of the Merger, nor submit a proxy in which directions are given to vote in favor of the Merger. Failure to vote against the Merger or consented thereto in writing shall constitute a waiver of that shareholder's appraisal rights. (b) Within 10 days after the date on which the vote is taken approving the Merger, such shareholder must make written demand on Cigarette for payment of the fair value of such shareholder's shares. Within 10 days after the Merger is effected, Cigarette shall give written notice ("Notice") thereof to each dissenting shareholder who has satisfied paragraphs (a) and that has properly delivered (b) hereof, and Cigarette shall make a written offer to each such shareholder to pay for such shares at a specified price deemed by Cigarette to be the fair value thereof. Cigarette shall also notify each dissenting shareholder that within 20 days after Cigarette gives Notice, any dissenting shareholder(s) must file with Cigarette a notice of such election, stating the name and address, the number, classes, and series of shares as to which he dissents, and a demand for appraisal payment of the fair value of his shares in order to perfect his rights. Any shareholder failing to file such election to dissent within the period set forth shall be bound by the terms of the proposed corporate action. Any shareholder filing an election to dissent shall deposit his certificates for certified shares with Cigarette simultaneously with the filing of the election to dissent. Cigarette may restrict the transfer of uncertified shares from the date of the shareholder's election to dissent is filed with the corporation. In the event that Cigarette and the dissenting shareholder(s) do not agree with the value Cigarette places on such shareholder's shares, then Cigarette, within 30 days after the receipt of a written demand from any such shareholder given within 60 days after the date on which the Merger was effected, shall, or at its election at any time within such period of 60 days may, file an action in any court of competent jurisdiction in the county in Florida where the registered office of Alchemy is located requesting that the fair value of such Target Shares in accordance with the NGCLshares be found and determined. If Cigarette fails to initiate such a proceeding, if the NGCL provides for appraisal rights for such Target Shares then any dissenting shareholder may do so in the Merger (the “Dissenting Target Shares”), shall not be converted into the right to receive Power3 Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as name of the Effective Time into the right to receive the Power3 Shares to which such Target Shareholder is entitled, without interest or dividends thereoncorporation. The Company shall give Power3: (i) prompt notice Florida Business Corporation Act does not distinguish between publicly held and closely held corporations. Additionally, neither Cigarette's nor Alchemy's articles of any notice or demands for appraisal or payment for Target Shares received by incorporation provide otherwise. Thus, the Company, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent rights of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an Alchemy and Cigarette securities do not materially differ. Notwithstanding the foregoing, a dissenting shareholder may withdraw his appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3demand so long as Cigarette consents thereto. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCLTHE ABOVE SECTION IS A ONLY A SUMMARY OF FLORIDA LAW REGARDING DISSENTER'S RIGHTS. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3FAILURE BY A SHAREHOLDER TO FOLLOW THE REQUIRED PROCEDURE AS DETERMINED BY SECTIONS 607.1301-1320 OF THE FLORIDA BUSINESS CORPORATION ACT FOR PERFECTING HIS DISSENTER'S RIGHTS WILL RESULT IN THE LOSS OF SUCH RIGHTS.

Dissenters’ Rights. Notwithstanding any provision of this Agreement No appraisal rights are available to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that has not voted in favor holders of the Merger or consented thereto in writing and that has properly delivered a written notice of demand for appraisal of such Target Shares in accordance connection with the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target Shares”), shall not be converted into the right to receive Power3 Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under the NGCLOffer. If, after however, the Effective Time, any such Target Shareholder fails Merger takes place pursuant to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as Section 251(h) of the Effective Time into DGCL, stockholders whose Shares are not accepted for purchase pursuant to the right Offer and who have properly demanded appraisal of their Shares pursuant to, and who comply in all respects with, Section 262 of the DGCL will have appraisal rights under Section 262 of the DGCL. If you choose to receive exercise your appraisal rights in connection with the Power3 Merger, you comply with the applicable legal requirements under the DGCL and you neither waive, withdraw nor otherwise lose your rights to appraisal under the DGCL, you will be entitled to payment in cash in an amount equal to the “fair value” of your Shares to which such Target Shareholder is entitled, without interest or dividends thereon. The Company shall give Power3: (i) prompt notice exclusive of any notice element of value arising from the accomplishment or demands for appraisal or payment for Target Shares received expectation of the Merger) as determined by the CompanyDelaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value. This value may be the same, more or less than the price Purchaser is offering to pay you in the Offer and the Merger, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares Surviving Corporation may argue in an appraisal proceeding shall be that, for purposes of such a proceeding, the fair value of such Shares is less than the price paid by in the Surviving Company out Offer and the Merger. Under Section 262 of the DGCL, when a merger is approved under Section 251(h) of the DGCL, either a constituent corporation before the effective date of the merger or the surviving corporation within ten days thereafter must notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and must include in such notice a copy of Section 262. The Schedule 14D-9 constitutes the formal notice of appraisal rights under Section 262 of the DGCL. Any holder of Shares who wishes to exercise such appraisal rights or preserve his, her or its own funds and will not be paidright to do so should carefully review the discussion of appraisal rights in the Schedule 14D-9 as well as Section 262 of the DGCL, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made attached as Annex B to the holder thereof pursuant Schedule 14D-9, because failure to timely and properly comply with the NGCLprocedures of Section 262 of the DGCL may result in the loss of appraisal rights under the DGCL. At Because of the Effective Timecomplexity of the procedures for exercising appraisal rights, any holder of Dissenting Target Shares shall cease stockholder wishing to have any exercise appraisal rights with respect thereto except or to preserve the rights provided by the NGCL or as otherwise provided in this Section 1.3right to do so is urged to consult legal counsel.

Dissenters’ Rights. Notwithstanding (a) Subject to Section 2.2(c)(ii) but notwithstanding any other provision of this Agreement to the contrarycontrary and to the extent available under the Cayman Act, any Target SPAC Shares that are issued and outstanding immediately prior to the First Merger Effective Time and that are held by a Target Shareholder that has not voted in favor of the Merger or consented thereto in writing and that has properly delivered a written notice of demand SPAC Shareholders who shall have validly exercised their dissenters’ rights for appraisal of such Target SPAC Shares in accordance with Section 238 of the NGCL, if Cayman Act and otherwise complied with all of the NGCL provides for appraisal provisions of the Cayman Act relevant to the exercise and enforcement of dissenters’ rights for such Target Shares in the Merger (the “Dissenting Target SPAC Shares”), and the holders of such Dissenting SPAC Shares being the “Dissenting SPAC Shareholders”) shall be cancelled and cease to exist at the First Merger Effective Time and the Dissenting SPAC Shareholders shall not be converted into the right entitled to receive Power3 the applicable Merger Consideration and shall instead be entitled to receive only the payment of the fair value of such Dissenting SPAC Shares unless and until such Target held by them as determined in accordance with the provisions of Section 238 of the Cayman Act. For the avoidance of doubt, the SPAC Shares owned by any SPAC Shareholder who fails to perfect exercise or who effectively withdraws or otherwise loses his, her or its right dissenters’ rights pursuant to appraisal Section 238 of the Cayman Act shall not be Dissenting SPAC Shares and payment under shall thereupon be cancelled and cease to exist at the NGCL. If, after the First Merger Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time into in exchange for the right to receive the Power3 Shares to which such Target Shareholder is entitledapplicable Merger Consideration, without any interest or dividends thereon. The Company thereon in accordance with Section 2.2(h)(ii). (b) Prior to the Closing, SPAC shall give Power3: the Company (i) prompt written notice of any notice or demands for appraisal or payment for Target Shares dissenters’ rights received by the Company, SPAC from SPAC Shareholders and any withdrawals of such demands and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands notice or noticesdemand for dissenters’ rights under the Cayman Act. The Company SPAC shall not, without except with the prior written consent of Power3the Company, make any offers or payment or otherwise agree or commit to any payment or other consideration with respect to, to any exercise by a SPAC Shareholder of its rights to dissent from the First Merger or settle, any demands for appraisal or offer or agree or commit to settle or otherwise negotiate, settle any such demands or approve any withdrawal of any such dissenter rights or demands. Any amounts paid . (c) If any SPAC Shareholder gives to holders SPAC, before the SPAC Shareholders’ Approval is obtained at the SPAC Shareholders’ Meeting, written objection to the First Merger (each, a “Written Objection”) in accordance with Section 238(2) of Dissenting Target Shares the Cayman Act: (i) SPAC shall, in an appraisal proceeding accordance with Section 238(4) of the Cayman Act, promptly give written notice of the authorization of the First Merger (the “Authorization Notice”) to each such SPAC Shareholder who has made a Written Objection, and (ii) unless SPAC and the Company elect by agreement in writing to waive this Section 2.6(c)(ii), no party shall be paid by obligated to commence the Surviving Company out Closing, and the Plan of its own funds and will First Merger shall not be paidfiled with the Registrar of Companies of the Cayman Islands, directly or indirectlyuntil at least twenty (20) days shall have elapsed since the date on which the Authorization Notice is given (being the period allowed for written notice of an election to dissent under Section 238(5) of the Cayman Act, by Power3. Each Dissenting Target Shareas referred to in Section 239(1) of the Cayman Act), if any, shall be canceled after payment but in respect thereof has been made any event subject to the holder thereof pursuant to satisfaction or waiver of all of the NGCL. At the Effective Timeconditions set forth in Section 9.1, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.39.2 and Section 9.3.

Dissenters’ Rights. Notwithstanding any provision Any shares of this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are Company Preferred Stock or ------------------ Common Stock held by a Target Shareholder that has not voted in favor of the Merger or consented thereto in writing and that holder who has properly delivered a written notice of demand exercised dissenters' rights for appraisal of such Target Shares shares in accordance with the NGCLCalifornia Code and who, if as of the NGCL provides for appraisal Effective Time, has not effectively withdrawn or lost such dissenters' rights for such Target Shares in the Merger (the “Dissenting Target Shares”), "DISSENTING SHARES") shall not be converted into Parent Common Stock but shall be converted into the right to receive Power3 Shares unless and until such Target Shareholder fails consideration as may be determined to perfect or effectively withdraws or loses its right be due with respect to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of pursuant to the Effective Time into the right to receive the Power3 Shares to which such Target Shareholder is entitled, without interest or dividends thereonCalifornia Code. The Company shall give Power3: (i) Parent prompt notice of any notice or demands for appraisal or payment for Target Shares demand received by the CompanyCompany to require the Company to purchase shares of Company Preferred Stock or Common Stock, and (ii) Parent shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to any such demands or noticesdemand. The Company shall notagrees that, without except with the prior written consent of Power3Parent, or as required under the California Code, it will not voluntarily make any payment with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demandspurchase demand. Any amounts paid to holders Each holder of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid(a "DISSENTING SHAREHOLDER") who, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCLprovisions of the California Code, becomes entitled to payment of the value of shares of Company Common Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). At In the event of legal obligation, after the Effective Time, to deliver shares of Parent Common Stock to any holder of shares of Company Preferred Stock or Common Stock who shall have failed to make an effective purchase demand or shall have lost its status as a Dissenting Target Shareholder, Parent shall issue and deliver, upon surrender by such Dissenting Shareholder of such holder's certificate or certificates representing shares of capital stock of the Company, the shares of Parent Common Stock to which such Dissenting Shareholder is then entitled under this Section 2.1 and the Merger Agreement." The second sentence of Section 2.1(i)(ii) is amended and restated to read as follows: "The exercise price for such option shall be equal to the closing price of the Parent Common Stock on the NASDAQ National Market System on the date of the Closing." The first sentence of Section 2.1(f) is amended and restated to read as follows: "No fractional shares of Parent Common Stock shall be issued, but in lieu thereof each holder of shares of Company Preferred Stock or Common Stock who would otherwise be entitled to receive a fraction of a share of Parent Common Stock shall receive from Parent an amount of cash equal to the per share market value of Parent Common Stock (based on the last sales price of Parent Common Stock as reported on the Nasdaq National Market on the Effective Date) multiplied by the fraction of a share of Parent Common Stock to which such holder would otherwise be entitled." The first sentence of Section 2.2(g) shall be amended and restated to read as follows: The maximum consideration to be paid by Parent (including Parent Common Stock to be reserved for issuance upon exercise of the Company's options assumed by Parent pursuant to Section 5.16) pursuant to the Merger shall be equal to (i) 800,000 shares of Parent Common Stock (plus any additional shares of Parent Common Stock exchanged in the Merger at the Secondary Exchange Ratio for shares of capital stock of the Company issued upon exercise of the Warrant (as defined in Section 3.2)) plus (ii) an additional 200,000 shares of Parent Common Stock to be reserved for issuance upon exercise of options to purchase Parent Common Stock to be granted to the employees of CityAuction as set forth in Section 2.1(i)(b) below. The second paragraph of Section 2.1(h)(i)(B) is amended and restated to read as follows: "The Pledged Shares shall cease be withheld from the shareholders in relation to have any rights with respect thereto except the rights provided by prorated percentage of shares of Parent Common Stock issuable to such shareholders in the NGCL or Merger as otherwise provided set forth in this Section 1.32.1(c)." Sections 2.2 (c), (d), (e) and (f) shall be amended and restated in their entirety as follows:

Dissenters’ Rights. (a) Notwithstanding any the provision of Section 2.01 or any other provision in this Agreement to the contrary, any Target Shares that are each share of Company Common Stock issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that has stockholders who have not voted such shares in favor of the Merger or consented thereto in writing and that has properly delivered a written notice qualify under and have complied with all of demand for appraisal the provisions of such Target Shares Article 11, Section 3, entitled Right to Dissent, of the Certificate of Incorporation of the Company and Section 184 of the Business Corporations Act (Alberta) as in accordance with the NGCLeffect on July 31, if the NGCL provides for appraisal rights for such Target Shares in the Merger 1997 (the “"Appraisal Provisions") ("Dissenting Target Shares”)") shall not, shall not by virtue of the Merger, be converted into the right to receive Power3 the Merger Consideration but such stockholder shall be entitled to receive payment of the appraised value of such shares of Company Common Stock or held by them in accordance with the provisions of the Company's Certificate of Incorporation and the Appraisal Provisions; provided, however, that if any holder of Dissenting Shares unless and until (i) subsequently delivers a written withdrawal of his demand for appraisal rights (with the written consent of QRI if such Target Shareholder written withdrawal is not made after the Effective Time within the time periods required by the provisions of the Company's Certificate of Incorporation or the Appraisal Provisions), or (ii) fails to perfect dissenter's rights as provided in the Company's Certificate of Incorporation and the Appraisal Provisions, or effectively withdraws (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation has filed a petition demanding a determination of the value of Dissenting Shares within the time provided in the Company's Certificate of Incorporation and the Appraisal Provisions, the Dissenting Shares held by such holder or loses its right holders (as the case may be) shall thereupon be deemed to appraisal have been converted into and payment under the NGCL. Ifto have become exchangeable for, after as of the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Power3 Shares to which such Target Shareholder is entitled, Merger Consideration as provided in this Agreement without any interest or dividends thereon. thereon and shall be treated for all purposes as Converted Common Stock. (b) The Company shall give Power3: QRI (i) prompt notice of any notice or written demands for appraisal, withdrawal of demands for appraisal or payment for Target Shares received by and any other instruments served pursuant to the Company, 's Certificate of Incorporation and the Appraisal Provisions and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or noticesfor appraisal under the Company's Certificate of Incorporation and the Appraisal Provisions. The Company shall agrees that prior to the Effective Time, it will not, without the prior written consent of Power3QRI, voluntarily make or agree to make any payment with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demands. Any amounts paid to holders . (c) Each holder of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paidwho becomes entitled, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At provisions of the Company's Certificate of Incorporation and the Appraisal Provisions, to payment for his or its Dissenting Shares shall receive payment therefor after the Effective Time, any holder of Dissenting Target Shares Time from the Surviving Corporation (but only after the amount thereof shall cease have been agreed upon or finally determined pursuant to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3such provisions) and such shares shall be canceled.

Dissenters’ Rights. Notwithstanding any provision If holders of this Agreement Hotpaper Common Stock or Hotpaper Preferred Stock (each as defined in Section 3.1(d)) are entitled to the contrary, any Target Shares that are issued and outstanding immediately prior to dissenters' rights at the Effective Time and that are held by a Target Shareholder that has not voted in favor of the Merger under Section 262 of the DGCL or consented thereto in writing and that has properly delivered a written notice under Section 13 of demand for appraisal of such Target Shares in accordance with the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger California General Corporation Law (the “Dissenting Target Shares”"CGCL"), the shares as to which dissenters' rights are available ("Dissenting Shares") shall not be converted into GOAM Common Stock on or after the Effective Time of the Merger, but shall instead be converted into the right to receive Power3 Shares unless and until from the Surviving Corporation such Target Shareholder fails consideration as may be determined to perfect or effectively withdraws or loses its right be due with respect to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated pursuant to the DGCL or the CGCL, as if they had been converted as of the Effective Time into the right to receive the Power3 Shares to which such Target Shareholder is entitled, without interest or dividends thereoncase may be. The Company Surviving Corporation shall give Power3: (i) GOAM prompt notice of any notice or demands for appraisal or payment for Target Shares demand received by the CompanySurviving Corporation for appraisal of Hotpaper Common Stock or Hotpaper Preferred Stock, and (ii) GOAM shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to any such demands or noticesdemand. The Company shall notSurviving Corporation agrees that, without except with the prior written consent of Power3GOAM, or as required under the DGCL or the CGCL, as the case may be, it will not voluntarily make any payment with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demandsdemand for appraisal. Any amounts paid Each holder of Dissenting Shares (a "Dissenting Stockholder") who, pursuant to the provisions of Section 262 of the DGCL or Chapter 13 of the CGCL, becomes entitled to payment of the value of shares of Hotpaper Common Stock or Hotpaper Preferred Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). In the event of the legal obligation, after the Effective Time of the Merger, to deliver shares of GOAM Common Stock to any Dissenting Stockholder who shall have failed to make an effective demand for appraisal or shall have lost his or its status as a Dissenting Stockholder, GOAM shall issue and deliver, upon surrender by such Dissenting Stockholder of his or its certificate or certificates representing shares of Hotpaper Common Stock or Hotpaper Preferred Stock, the shares of GOAM Common Stock to which such Dissenting Stockholder is then entitled under this Section 2.1 and Section 262 of the DGCL or Chapter 13 of the CGCL. GOAM will pay on behalf of the Surviving Corporation all sums due to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out on account of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3such shares.

Dissenters’ Rights. Notwithstanding any Any provision of this Agreement to the contrarycontrary notwithstanding, any Target if required by the DGCL (but only to the extent required thereby), Shares that are issued and outstanding immediately prior to the Effective Time (other than the Cancelled Shares) and that are held by a Target Shareholder that has holders of such Shares who have not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and that has who have properly delivered a written notice of demand for exercised appraisal of such Target Shares rights with respect thereto in accordance with with, and who have complied with, Section 262 of the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger DGCL (the “Dissenting Target Shares”), shall ) will not be converted into the right to receive Power3 the Merger Consideration, and holders of such Dissenting Shares will be entitled to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of such Section 262 of the DGCL unless and until any such Target Shareholder holder fails to perfect or effectively withdraws or loses its right rights to appraisal and payment under the NGCLDGCL. If, after the Effective Time, any such Target Shareholder holder fails to perfect or effectively withdraws or otherwise loses its right such rights to appraisal, such Dissenting Target Shares shall will thereupon be treated as if they had been converted as of into and had become exchangeable for, at the Effective Time into Time, the right to receive the Power3 Shares to which such Target Shareholder is entitledMerger Consideration, without any interest or dividends thereon. The Company shall give Power3: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out Corporation shall remain liable for payment of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCLMerger Consideration for such Shares. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto thereto, except the rights provided in Section 262 of the DGCL and as provided in the previous sentence. The Company will give Parent (i) prompt written notice of any demands received by the NGCL Company for appraisals of Shares, attempted withdrawals of such notices or as otherwise provided demands and any other instruments received by the Company relating to rights of appraisal and (ii) the opportunity to participate in this all negotiations and proceedings with respect to such notices and demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal or compromise or settle any such demands or waive any failure to timely deliver a written demand for appraisal or failure to comply with the provisions under Section 1.3262 of the DGCL.

Dissenters’ Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held owned by a Target Shareholder that has not voted in favor shareholders of the Merger or consented thereto in writing and that has Company who have properly delivered a written notice perfected their rights as dissenting shareholders within the meaning of demand for appraisal Section 14A:11-2 of such Target Shares in accordance with the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger NJBCA (the “"Dissenting Target Shares”), ") shall not be converted into the right to receive Power3 Shares the Merger Consideration unless and until such Target Shareholder fails shareholders shall have failed to perfect their right of payment under applicable law, but, instead, the holders thereof shall be entitled to payment of the fair value of such Dissenting Shares determined in accordance with Sections 14A:11-3 through 14A:11-11 of the NJBCA. If any such holder shall have failed to perfect or shall have effectively withdraws withdrawn or loses its lost such right to appraisal and payment under the NGCL. Ifof dissent, after the Effective Time, any each share of Company Common Stock held by such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shareholder shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive and become exchangeable for, at the Power3 Shares to which such Target Shareholder is entitledEffective Time, without interest or dividends thereon. Merger Consideration in the manner provided for in Section 3.1. (b) The Company shall give Power3: Parent and Shareholders' Agent (i) prompt notice of any notice or demands for appraisal or payment for Target Shares notices of dissent filed pursuant to Section 14A:11-2 of the NJBCA received by the Company, withdrawals of demands for payment and any other instruments served in connection with the exercise by shareholders of their dissenters' rights pursuant to the NJBCA and received by the Company and (ii) the opportunity to participate in all negotiations and proceedings with respect to notices of dissent and demands for payment under the NJBCA. The Company and Parent shall jointly direct all negotiations and proceedings with respect to notices of dissent and demands for payment under the NJBCA with counsel jointly selected by Parent and the Company and any such demands or noticesexpenses relating to such negotiations and proceedings shall be paid by the Company. Each of the Company and Parent shall direct such negotiations and proceedings in a prompt manner and shall use commercially reasonable efforts in conducting such negotiations and proceedings. The Company shall not, without except with the prior written consent of Power3Parent, which consent shall not be unreasonably withheld or delayed, (x) make any payment with respect to, to any such notice of dissent or settle, demand for payment or (y) offer to settle or otherwise negotiate, settle any such demands. Any amounts paid to holders notice of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly dissent or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3demand for payment.

Dissenters’ Rights. Notwithstanding any provision Shares of Company Common Stock that have not been voted for approval of this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that has not voted in favor of the Merger or consented thereto in writing and that has properly delivered with respect to which a written notice of demand for payment and appraisal of such Target Shares have been properly made in accordance with the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger (the “"Dissenting Target Shares”), shall ") will not be converted into the right to receive Power3 Shares unless and until the Merger Consideration otherwise payable with respect to such Target Shareholder fails to perfect shares of Company Common Stock at or effectively withdraws or loses its right to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its but will be converted into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the laws of the State of Nevada. If a holder of Dissenting Shares (a "Dissenting Stockholder") withdraws his or her demand for such payment and appraisal or becomes ineligible for such payment and appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted then, as of the Effective Time or the occurrence of such event of withdrawal or ineligibility, whichever last occurs, such holder's Dissenting Shares will cease to be Dissenting Shares and will be converted into the right to receive receive, and will be exchangeable for, the Power3 Shares Merger Consideration payable with respect to which such Target Shareholder is entitled, without interest or dividends thereonshares of Common Stock in accordance with this Agreement. The Company shall will give Power3: (i) Parent and Sub prompt notice of any notice or demands for appraisal or payment for Target Shares demand received by the CompanyCompany from a holder of Dissenting Shares for appraisal of shares of Common Stock, and (ii) Parent shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to any such demands or noticesdemand. The Company shall notagrees that, without except with the prior written consent of Power3Parent, or as required under the NGCL, it will not voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiateoffer or agree to settle, any such demandsdemand for appraisal. Any amounts paid to holders Each holder of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paidwho, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the provisions of the NGCL, becomes entitled to payment of the value of the Dissenting Shares will receive payment therefor but only after the value therefor has been agreed upon or finally determined pursuant to such provisions. At Any portion of the Effective Time, any holder of Dissenting Target Shares shall cease to Merger Consideration that would otherwise have any rights been payable with respect thereto except the rights provided to Dissenting Shares if such Company shares were not Dissenting Shares will be retained by the NGCL or as otherwise provided in this Section 1.3Parent.

Dissenters’ Rights. Notwithstanding any provision of this Agreement anything contained herein to the contrary, any Target Dissenting Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that has not voted in favor of the Merger or consented thereto in writing and that has properly delivered a written notice of demand for appraisal of such Target Shares in accordance with the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target Shares”), shall not be converted into the right to receive Power3 Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its the cash amount provided for in Section 2.7(a), but shall instead be converted into the right to appraisal and receive such fair value as may be determined to be due with respect to any such Dissenting Shares pursuant to Section 238 of the Cayman Islands Act. Each holder of Dissenting Shares who, pursuant to the provisions of the Cayman Islands Act, becomes entitled to payment under thereunder for such shares in accordance with Section 238 of the NGCLCayman Islands Act shall receive payment therefor in accordance with the Cayman Islands Act (but only after the value therefor shall have been agreed upon or finally determined pursuant to the applicable provisions of the Cayman Islands Act). If, after at any time, any holders of Dissenting Shares shall lose, relinquish or withdraw their status as holders of Dissenting Shares, then, subject to any applicable provisions of Section 238 of the Effective TimeCayman Islands Act, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shares shall thereupon immediately be treated as if they had been converted as of the Effective Time into the right to receive the Power3 Shares cash payable pursuant to Section 2.7(a) in respect of such shares as if such shares never had been Dissenting Shares, and Parent shall issue and deliver to the holder thereof, at (or as promptly as practicable after) the applicable time or times specified in Section 2.8(c), following the satisfaction of the applicable conditions set forth in Section 2.8(e), the amount of cash to which such Target Shareholder is entitled, without interest or dividends thereonholder would be entitled in respect thereof under this Section 2.7 as if such shares never had been Dissenting Shares. The Company shall give Power3: (i) Parent prompt notice of any notice served on or demands for appraisal or payment for Target Shares received by the CompanyCompany pursuant to Section 238 of the Cayman Islands Act, and (ii) withdrawals of such notices, and any other instruments served pursuant to the opportunity to participate Cayman Islands Act and received by the Company in and direct all negotiations and proceedings with respect to any such demands or noticesof Dissenting Shares. The Company shall take all necessary actions as required by Section 238 of the Cayman Islands Act in respect of any notice received thereunder, provided that it shall not, without except with the prior written consent of Power3Parent and Company Holders' Agent, which consents shall not be unreasonably withheld, conditioned or delayed, or as otherwise required under the Cayman Islands Act, make any payment or offer to make any payment with respect to, or settle or offer to settle, offer to settle any claim or otherwise negotiate, demand in respect of any such demandsDissenting Shares. Any amounts paid To the extent the Company or Parent makes a payment to holders of Dissenting Target Shares in an appraisal proceeding excess of the consideration the Parent would have had to pay the holders pursuant to Section 2.7(a) if the holders had not dissented, the Company Holders shall be paid reimburse the Parent for such excess payment and any related costs and expenses (such as attorneys, accounting and other expert fees) by the Surviving Company out of its own funds and will not be paidcausing, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made subject to the holder thereof pursuant procedures, including the claim dispute procedures, set forth in Article IX and the Escrow Agreement, the Escrow Agent to release the NGCL. At amount of such excess payment and related costs and expenses from the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3Escrow Fund.

Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary, any Target Shares that are including Section 2.02(f), shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock to be cancelled and that are retired in accordance with Section 2.02(f)(i)) and held by a Target Shareholder that Company Stockholder who has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and that who has properly delivered a written notice of demand for exercised appraisal rights of such Target Shares shares of Company Common Stock in accordance with Section 262 of the NGCL, if the NGCL provides for appraisal rights for DGCL (such Target Shares in the Merger (shares being referred to collectively as the “Dissenting Target Shares”), ” until such time as such Company Stockholder fails to perfect or otherwise loses such Company Stockholder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into the a right to receive Power3 a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL (but, for avoidance of doubt, Dissenting Shares unless shall be included as applicable in the calculation of Accredited Company Stockholder Collective Percentage, Accredited Company Stockholder Pro Rata Share, Non-Accredited Company Stockholder Collective Percentage, Non-Accredited Company Stockholder Pro Rata Share and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under the NGCL. IfPro Rata Share); provided, however, that if, after the Effective Time, any such Target Shareholder Company Stockholder fails to perfect or effectively perfect, withdraws or loses its such Company Stockholder’s right to appraisalappraisal pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such Company Stockholder is not entitled to the relief provided by Section 262 of the DGCL, such Dissenting Target Shares shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Power3 Shares portion of the Aggregate Merger Consideration, if any, to which such Target Shareholder Company Stockholder is entitledentitled pursuant to Section 2.02(f), without interest or dividends thereon. The Company shall give Power3: (i) provide Parent prompt written notice of any notice or demands for appraisal or payment for Target Shares received by the CompanyCompany for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and Parent shall be consulted with respect to all material negotiations and proceedings with respect to such demand (ii) and promptly notified of all other negotiations and proceedings with respect to such demand). After the opportunity Closing, Parent shall have the right to participate in and direct all negotiations and proceedings with respect to any such demands or noticesbut shall meaningfully consult with the Stockholders’ Representative with respect thereto. The Company shall notPrior to the Closing, without except with the prior written consent of Power3Parent, the Company shall not make any payment with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any ------------------ other provision of this Agreement to the contrary, any Target Shares shares of Heritage Common Stock that are issued and outstanding immediately prior to the Effective Time and that which are held by a Target Shareholder that has stockholders who shall have not voted in favor of the Merger or consented thereto in writing and that has who properly delivered a written notice of demand shall have demanded appraisal for appraisal of such Target Shares shares in accordance with Delaware Law (collectively, the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target "Dissenters' Shares”), ") shall not be converted into the right to receive Power3 Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time into represent the right to receive the Power3 Merger Consideration. Such stockholders instead shall be entitled to receive payment of the appraised value of such shares held by them in accordance with the provisions of Delaware Law, except that all Dissenters' Shares held by stockholders who shall have failed to which perfect or who effectively shall have withdrawn or otherwise lost their rights to appraisal of such Target Shareholder is entitledshares under Delaware Law 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 1.4 of the Heritage Certificate or dividends thereonHeritage Certificates that, immediately prior to the Effective Time, evidenced such shares. The Company Heritage shall give Power3: SouthBanc (i) prompt notice of any notice or written demands for appraisal or payment for Target Shares of any shares of Heritage Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to Delaware Law and received by the CompanyHeritage relating to stockholders' rights of appraisal, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or noticesunder Delaware Law consistent with the obligations of Heritage thereunder. The Company Heritage shall not, without except with the prior written consent of Power3SouthBanc, (x) make any payment with respect toto such demand, or settle, (y) offer to settle or otherwise negotiate, settle any such demands. Any amounts paid demand for appraisal or (z) waive any failure to holders of Dissenting Target Shares timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights accordance with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3Delaware Law.

Dissenters’ Rights. Notwithstanding any provision Under Section 262 of this Agreement to the contraryDGCL, any Target holder of Shares that are issued and outstanding immediately prior to at the Effective Time (a "Remaining Stockholder") who does not wish to accept the Merger Consideration pursuant to the Merger will have the right to seek an appraisal and be paid the "fair value" of its Shares as of the Effective Time (exclusive of any element of value arising from the accomplishment or expectation of the Merger) judicially determined and paid to it in cash provided that such holder complies with the provisions of such Section 262 of the DGCL. The following is a brief summary of the statutory procedures to be followed by a Remaining Stockholder in order to perfect appraisal rights under Delaware law. This summary is not intended to be complete and is qualified in its entirety by reference to Section 262 of the DGCL, the text of which is set forth in Annex A hereto. Any Remaining Stockholder considering demanding appraisal is advised to consult legal counsel. Appraisal rights will not be available unless and until the Merger (or a similar merger) is consummated. APPRAISAL RIGHTS CANNOT BE EXERCISED AT THIS TIME. THE INFORMATION SET FORTH BELOW IS FOR INFORMATIONAL PURPOSES ONLY WITH RESPECT TO ALTERNATIVES AVAILABLE TO STOCKHOLDERS IF THE MERGER IS CONSUMMATED. STOCKHOLDERS WHO WILL BE ENTITLED TO APPRAISAL RIGHTS IN CONNECTION WITH THE MERGER WILL RECEIVE ADDITIONAL INFORMATION CONCERNING APPRAISAL RIGHTS AND THE PROCEDURES TO BE FOLLOWED IN CONNECTION THEREWITH BEFORE SUCH STOCKHOLDERS HAVE TO TAKE ANY ACTION RELATING THERETO. STOCKHOLDERS WHO SELL SHARES IN THE OFFER WILL NOT BE ENTITLED TO EXERCISE APPRAISAL RIGHTS WITH RESPECT THERETO BUT, RATHER, WILL RECEIVE THE PRICE PAID IN THE OFFER THEREFOR. Remaining Stockholders of record who desire to exercise their appraisal rights must fully satisfy all of the following conditions. A written demand for appraisal of Shares must be delivered to the Secretary of the Company (x) before the taking of the vote on the adoption of the Merger Agreement, if the Merger is not being effected as a Short-Form Merger but rather is being consummated following a vote thereon at a meeting of the Company's stockholders (a "long-form merger"), and in such case such Remaining Stockholder must not vote in favor of adoption of the Merger Agreement, or (y) within 20 days after the date that the Surviving Corporation mails to the Remaining Stockholders a notice (the "Notice of Merger") to the effect that the Merger is effective and that appraisal rights are held available (and includes in such notice a copy of Section 262 of the DGCL and any other information required thereby), if the Merger is being effected as a Short-Form Merger without a vote or meeting of the Company's stockholders. If the Merger is effected as a long-form merger, a written demand for appraisal of Shares must be in addition to and separate from any proxy or vote abstaining from or voting against adoption of the Merger Agreement, and neither voting against, abstaining from voting, nor failing to vote on the Merger Agreement will constitute a demand for appraisal within the meaning of Section 262 of the DGCL. In the case of a long-form merger, any stockholder seeking appraisal rights must hold the Shares for which appraisal is sought on the date of the making of the demand, continuously hold such Shares through the Effective Time, and otherwise comply with the provisions of Section 262 of the DGCL. In the case of both a Short-Form Merger and a long-form merger, a demand for appraisal must be executed by or for the stockholder of record, fully and correctly, as such stockholder's name appears on the stock certificates. If shares are owned of record in a fiduciary capacity, such as by a Target Shareholder trustee, guardian or custodian, such demand must be executed by the fiduciary. If Shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, such demand must be executed by all joint owners. An authorized agent, including an agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner and expressly disclose the fact that, in exercising the demand, he is acting as agent for the record owner. A record owner, such as a broker, who holds Shares as a nominee for others, may exercise appraisal rights with respect to the Shares held for all or less than all beneficial owners of Shares as to which the holder is the record owner. In such case the written demand must set forth the number of Shares covered by such demand. Where the number of shares is not expressly stated, the demand will be presumed to cover all Shares outstanding in the name of such record owner. Beneficial owners who are not record owners and who intend to exercise appraisal rights should instruct the record owner to comply strictly with the statutory requirements with respect to the exercise of appraisal rights before the date of any meeting of stockholders of the Company called to approve the Merger in the case of a long-form merger and within 20 days following the mailing of the Notice of Merger in the case of a Short-Form Merger. Remaining Stockholders who elect to exercise appraisal rights must mail or deliver their written demands to: Corporate Secretary, Minolta-QMS, Inc., Law Department, One Magnum Pass, Mobile, Alabama 36618. The written demand for appraisal should specify the stockholder's name and mailing address, the number of Shares covered by the demand and that has the stockholder is thereby demanding appraisal of such Shares. In the case of a long-form merger, the Company must, within ten days after the Effective Time, provide notice of the Effective Time to all stockholders who have demanded appraisal and complied with Section 262 of the DGCL and have not voted for adoption of the Merger Agreement. In the case of a long-form merger, Remaining Stockholders electing to exercise their appraisal rights under Section 262 must not vote for the adoption of the Merger Agreement or consent thereto in writing. Voting in favor of the adoption of the Merger Agreement, or consented thereto delivering a proxy in writing connection with the stockholders meeting called to adopt the Merger Agreement (unless the proxy votes against, or expressly abstains from the vote on, the adoption of the Merger Agreement), will constitute a waiver of the stockholder's right of appraisal and that has properly delivered a will nullify any written notice of demand for appraisal submitted by the stockholder. Regardless of whether the Merger is effected as a long-form merger or a Short-Form Merger, within 120 days after the Effective Time, either the Company or any stockholder who has demanded appraisal and complied with the required conditions of Section 262 and who is otherwise entitled to appraisal rights may file a petition in the Delaware Court of Chancery demanding a determination of the fair value of the Shares of the dissenting stockholders. If a petition for an appraisal is timely filed, after a hearing on such petition, the Delaware Court of Chancery will determine which stockholders are entitled to appraisal rights and thereafter will appraise the Shares owned by such stockholders, determining the fair value of such Target Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with a fair rate of interest to be paid, if any, upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery is to take into account all relevant factors. In XXXXXXXXXX X. XXX, INC., ET AL., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that "proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court" should be considered and the "[f]air price obviously requires consideration of all relevant factors involving the value of a company." The Delaware Supreme Court stated that in making this determination of fair value the court must consider "market value, asset value dividends, earnings prospects, the nature of the enterprise and any other facts which were known or which could be ascertained as of the date of merger which throw any light on future prospects of the merged corporation." The Delaware Supreme Court has construed Section 262 of the DGCL to mean that "elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered." However, the court noted that Section 262 provides that fair value is to be determined "exclusive of any element of value arising from the accomplishment or expectation of the merger." Remaining Stockholders who in the future consider seeking appraisal should have in mind that the fair value of their Shares determined under Section 262 could be more than, the same as, or less than the Merger Consideration if they do seek appraisal of their Shares, and that opinions of investment banking firms as to fairness from a financial point of view are not necessarily opinions as to fair value under Section 262 of the DGCL. The cost of the appraisal proceeding may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable in accordance the circumstances. Upon application of a dissenting stockholder, the Delaware Court of Chancery may order that all or a portion of the expenses incurred by any dissenting stockholder in connection with the NGCLappraisal proceeding, if including, without limitation, reasonable attorneys' fees and the NGCL provides for fees and expenses of experts, be charged pro rata against the value of all Shares entitled to appraisal. In the absence of such a determination or assessment, each party bears its own expenses. Any Remaining Stockholder who has duly demanded appraisal rights for such Target Shares in compliance with Section 262 of the Merger (the “Dissenting Target Shares”), shall not be converted into the right to receive Power3 Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under the NGCL. IfDGCL will not, after the Effective Time, be entitled to vote for any purpose the Shares subject to such Target Shareholder fails demand or to perfect receive payment of dividends or effectively withdraws other distributions on such Shares, except for dividends or loses its right other distributions payable to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as stockholders of record at a date prior to the Effective Time into the right to receive the Power3 Shares to which such Target Shareholder is entitled, without interest or dividends thereon. The Company shall give Power3: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCLTime. At any time within 60 days after the Effective Time, any former holder of Dissenting Target Shares shall have the right to withdraw his or her demand for appraisal and to accept the Merger Consideration. After this period, such holder may withdraw his or her demand for appraisal only with the consent of the Company as the Surviving Corporation. If no petition for appraisal is filed with the Delaware Court of Chancery within 120 days after the Effective Time, stockholders' rights to appraisal shall cease and all stockholders shall be entitled to have receive the Merger Consideration. Inasmuch as the Company has no obligation to file such a petition, and Parent has no present intention to cause or permit the Surviving Corporation to do so, any stockholder who desires such a petition to be filed is advised to file it on a timely basis. No petition timely filed in the Delaware Court of Chancery demanding appraisal shall be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just. Failure to take any required step in connection with the exercise of appraisal rights with respect thereto except may result in the rights provided by the NGCL termination or as otherwise provided in this Section 1.3waiver of such rights.

Dissenters’ Rights. (a) Notwithstanding any provision of this Agreement to the contrarycontrary other than Section 1.15(b), any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are shares of Company Stock held by a Target Shareholder that has not voted in favor of the Merger or consented thereto in writing holder who duly and that has properly delivered a written notice of demand for validly demands appraisal of such Target Shares shares in accordance with Delaware Law and is in compliance with all the NGCL, if provisions of Delaware Law concerning the NGCL provides for right of such holder to demand appraisal rights for of such Target Shares shares in connection with the Merger and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters’ rights (the “Dissenting Target Shares”), shall not be converted into or represent a right to receive any portion of the Total Merger Consideration pursuant to Section 1.7, but instead shall be converted into the right to receive Power3 only such consideration as may be determined to be due with respect to such Dissenting Shares unless under Delaware Law. From and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under the NGCL. If, 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. (b) Notwithstanding the provisions of Section 1.7(a), if any holder of shares of Company Stock who demands appraisal or purchase of such Target Shareholder fails shares under Delaware Law shall effectively withdraw or lose (through failure to perfect or effectively withdraws or loses its otherwise) the right to appraisalappraisal or purchase, such Dissenting Target Shares shall thereupon be treated then, as if they had been converted 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 the Power3 Shares to which such Target Shareholder is entitledapplicable portion of the Total Merger Consideration, as provided in Section 1.7, without interest or dividends thereon. , upon surrender of the certificate representing such shares in accordance with Section 1.9. (c) The Company shall give Power3: Parent (i) prompt notice of any notice or written demands for appraisal or payment for Target Shares purchase of any shares of Company Stock, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company, Company which relate to any such demand for appraisal or purchase and (ii) the opportunity to participate in and direct all negotiations and proceedings which take place prior to the Effective Time with respect to any such demands for appraisal or noticespurchase under Delaware Law. The Company shall not, without except with the prior written consent of Power3Parent, voluntarily make any payment with respect to, to any demands for appraisal or settle, purchase of Company Stock or offer to settle or otherwise negotiate, settle any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. (a) Notwithstanding any provision of this Agreement to the contrarycontrary and to the extent available under the TBOC, any Target Shares shares of Capital Stock that are issued and outstanding immediately prior to the Company Merger Effective Time and that are held by a Target Shareholder that has not stockholders of the Company who shall have neither voted in favor of the Company Merger or nor consented thereto in writing and that has who shall have demanded properly delivered a written notice of demand in writing appraisal for appraisal of such Target Shares Capital Stock in accordance with the NGCL, if TBOC and otherwise complied with all of the NGCL provides for appraisal provisions of the TBOC relevant to the exercise and perfection of dissenters’ rights for such Target Shares in the Merger (the “Dissenting Target Company Shares”), ) shall not be converted into the into, and such stockholders shall have no right to receive Power3 Shares receive, the applicable Aggregate Company Merger Consideration unless and until such Target Shareholder stockholder fails to perfect or effectively withdraws or otherwise loses his, her or its right to appraisal and payment under the NGCLTBOC. IfShares held by any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, after her or its dissenters’ rights to appraisal of such shares of Capital Stock under the TBOC, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Company Merger Effective Time, the applicable Aggregate Company Merger Consideration, without any interest thereon, in accordance with the terms of this Article III. (b) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, shares of Parent Common Stock that are outstanding immediately prior to the Parent Merger Effective Time and that are held by stockholders of Parent who shall have neither voted in favor of the Parent Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such shares of Parent Common Stock in accordance with the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (“Dissenting Parent Shares”) shall not be converted into, and such stockholders shall have no right to receive, shares of Pubco Common Stock in accordance with the terms of this Article III unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Shares held by any stockholder of Parent who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Parent Common Stock under the DGCL, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as shares of the Effective Time into the right to receive the Power3 Shares to which such Target Shareholder is entitledPubco Common Stock, without any interest or dividends thereon. The , in accordance with the terms of this Article III. (c) Prior to the Closing, the Company shall give Power3: Parent (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the CompanyCompany and any withdrawals of such demands, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or noticesfor appraisal under the TBOC. The Company shall not, without except with the prior written consent of Power3Parent (which consent shall not be unreasonably withheld, conditioned or delayed), make any payment with respect to, to any demands for appraisal or settle, offer to settle or otherwise negotiate, settle any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision ProGames Shares that have not been voted for approval of this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that has not voted in favor of the Merger or consented thereto in writing and that has properly delivered with respect to which a written notice of demand for payment and appraisal of such Target Shares have been properly made in accordance with the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger DGCL (the “Dissenting Target Shares”), shall ) will not be converted into the right to receive Power3 the Merger Shares unless and until otherwise payable with respect to such Target Shareholder fails to perfect ProGames Shares at or effectively withdraws or loses its right to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its but will be converted into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the DGCL. If a holder of Dissenting Shares (a “Dissenting Stockholder”) withdraws his or her demand for such payment and appraisal or becomes ineligible for such payment and appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted then, as of the Effective Time or the occurrence of such event of withdrawal or ineligibility, whichever last occurs, such holder’s Dissenting Shares will cease to be Dissenting Shares and will be converted into the right to receive receive, and will be exchangeable for, the Power3 Merger Shares to which such Target Shareholder is entitled, without interest or dividends thereonin accordance with Section of this Agreement. The Company shall ProGames will give Power3: (i) Winning Edge and Merger Sub prompt notice of any notice or demands demand received by ProGames from a holder of Dissenting Shares for appraisal or payment for Target Shares received by the Companyof such Dissenting Stockholder’s ProGames Shares, and (ii) Winning Edge shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to any such demands or noticesdemand. The Company shall notProGames agrees that, without except with the prior written consent of Power3Winning Edge, or as required under the DGCL, it will not voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiateoffer or agree to settle, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3demand for appraisal. Each Dissenting Target ShareStockholder who, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCLprovisions of the DGCL, becomes entitled to payment of the value of the Dissenting Shares will receive payment therefor but only after the value therefor has been agreed upon or finally determined pursuant to such provisions. At Any portion of the Effective Time, any holder of Dissenting Target Merger Shares shall cease to that would otherwise have any rights been payable with respect thereto except the rights provided to Dissenting Shares if such ProGames Shares were not Dissenting Shares will be retained by the NGCL or as otherwise provided in this Section 1.3Winning Edge.

Dissenters’ Rights. Notwithstanding any provision “Excluded Shares” means, collectively, Shares owned by holders of this Agreement Shares who have validly exercised and not effectively withdrawn or lost their appraisal rights pursuant to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that has not voted in favor Section 179 of the Merger or consented thereto in writing and that has properly delivered a written notice of demand for appraisal of such Target Shares in accordance with the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger BVI Companies Act (the “Dissenting Target SharesShareholders”), but the holder thereof shall not be converted into entitled only to such rights as are granted by the right BVI Companies Act. Notwithstanding the immediately preceding sentence, if any Dissenting Shareholder who demands appraisal rights with respect to receive Power3 his, her or its Shares unless and until such Target Shareholder fails to perfect or under the BVI Companies Act effectively withdraws or loses its right to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails (through failure to perfect or effectively withdraws otherwise) his, her or loses its right to appraisalappraisal rights, then as of the Effective Time or the occurrence of such event, whichever later occurs, such Dissenting Target Shareholder’s Shares shall thereupon be treated as if they had deemed to have been converted exchanged as of the Effective Time into the right to receive the Power3 Shares to which such Target Shareholder is entitledPer Share Merger Consideration as provided herein, without interest or dividends thereon. The Company shall give Power3: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company Shares shall not, without the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall no longer be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCLExcluded Shares. At the Effective Time, any holder of Dissenting Target Excluded Shares shall cease to have any rights with respect thereto thereto, except the rights provided by under the NGCL or BVI Companies Act and as otherwise provided in this Section. No Dissenting Shareholder shall be entitled to receive the Per Share Merger Consideration with respect to their Excluded Shares except as provided herein. Each Dissenting Shareholder shall be entitled to receive only the payment resulting from the procedure in Section 1.3179 of the BVI Companies Act with respect to Excluded Shares owned by such Dissenting Shareholder. The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to any rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the BVI Companies Act. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Notwithstanding any provision Membership Interests that have not been voted for approval of this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that has not voted in favor of the Merger contemplated hereunder, or consented thereto in writing writing, and that has properly delivered with respect to which a written notice of demand for appraisal payment of “fair value” for such Target Shares common stock have been properly made in accordance with the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger FLLCA (the “Dissenting Target SharesInterests”), shall ) will not be converted into the right to receive Power3 the Merger Shares unless and until otherwise payable with respect to such Target Shareholder fails to perfect Membership Interests at or effectively withdraws or loses its right to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its but will be converted into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to such Dissenting Interests pursuant to the FLLCA and any other applicable laws of the state of Florida. If a holder of Dissenting Interests (a “Dissenting Interest Holder”) withdraws his or her demand for such payment and appraisal or becomes ineligible for such payment and appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted then, as of the Effective Time or the occurrence of such event of withdrawal or ineligibility, whichever last occurs, such holder’s Dissenting Interests will cease to be Dissenting Interests and will be converted into the right to receive receive, and will be exchangeable for, the Power3 Merger Shares to which such Target Shareholder is entitled, without interest or dividends thereonin accordance with Section 2.4 of this Agreement. The Company shall will give Power3: (i) Darwin and Merger Sub prompt notice of any notice or demands for appraisal or payment for Target Shares demand received by the CompanyCompany from a Dissenting Interest Holder for appraisal of such Dissenting Interest Holder’s Membership Interests, and (ii) Darwin shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to any such demands or noticesdemand. The Company shall notagrees that, without except with the prior written consent of Power3Darwin, or as required under the FLLCA, it will not voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiateoffer or agree to settle, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3demand for appraisal. Each Dissenting Target ShareInterest Holder who, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCLprovisions of the FLLCA, becomes entitled to payment of the “fair value” of the Dissenting Interests will receive payment therefor but only after the “fair value” has been determined pursuant to such provisions. At Any portion of the Effective Time, any holder of Dissenting Target Merger Shares shall cease to that would otherwise have any rights been payable with respect thereto except the rights provided to Dissenting Interests if such Membership Interests were not Dissenting Interests will be retained by the NGCL or as otherwise provided in this Section 1.3Darwin.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares that are each share of Company Stock issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that has holders who have not voted in favor consented to and approved the adoption of the Merger or consented thereto this Agreement in writing and that has properly delivered a written notice who qualify under and have complied with all of demand for appraisal the provisions of such Target Shares in accordance with Article 5.11 of the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger TBCA (the “Dissenting Target Shares”)) shall not, shall not by virtue of the Merger, be canceled or converted into the right to receive Power3 the Merger Consideration, as the case may be, but such holders shall be entitled to receive payment of the appraised value of such shares of Company Stock held by them in accordance with the provisions of or Article 5.11 of the TBCA; provided, however, that if (a) any holder of Dissenting Shares unless and until (i) subsequently delivers a written withdrawal of his demand for appraisal rights (with the written consent of the Company if such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under the NGCL. If, written withdrawal is not made within sixty (60) days after the Effective Time), any such Target Shareholder or (ii) fails to perfect dissenters’ rights as provided in Article 5.11 of the TBCA, or effectively withdraws (b) neither any holder of Dissenting Shares nor the Surviving Corporation has filed a petition demanding a determination of the value of Dissenting Shares within the time provided in Article 5.11 of the TBCA, each Dissenting Share held by such holder or loses its right to appraisal, such Dissenting Target Shares holders (as the case may be) shall thereupon be treated as if they had been converted deemed, as of the Effective Time Time, to have been canceled or converted into and to have become exchangeable for the right to receive the Power3 Shares to which such Target Shareholder is entitledMerger Consideration, without interest or dividends thereonas the case may be. The Company shall give Power3: Parent (i) prompt notice of any notice or demands for appraisal or payment for Target Shares of any Company Stock, withdrawals of such demands, and any other instruments related to such demands received by the Company, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or noticesfor appraisal under the TBCA. The Company shall not, without except with the prior written consent of Power3Parent, make any payment with respect to, to any demands for appraisal or settle, offer to settle or otherwise negotiate, any such demandsdemand. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall proceeding, to the extent greater than the amount of Stock Consideration such holders would have been entitled to receive in the Merger (less any adjustments made hereunder) will be paid by the Surviving Company out of its own funds and will not be paidthe Escrowed Series C Holder Stock Consideration by a reduction in the Parent Shares held therein of equal amount, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to valuing the holder thereof pursuant to Parent Shares at the NGCL. At trailing twenty day average closing priceper share of the Effective Time, any holder Parent Shares on the NASDAQ National Market as of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3date of such appraisal payment.

Dissenters’ Rights. Notwithstanding any provision Shares of LG Common Stock that have not been voted to approve the Merger transaction contemplated by this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that has not voted in favor of the Merger or consented thereto in writing and that has with respect to which appraisal rights have been properly delivered a written notice of demand for appraisal of such Target Shares exercised in accordance with the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger FLBCA (the “Dissenting Target Shares”), shall ) will not be converted into the right to receive Power3 the Merger Shares unless and until otherwise payable with respect to such Target Shareholder fails to perfect LG Common Stock at or effectively withdraws or loses its right to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its but will instead be converted into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the provisions of the FLBCA. If a holder of Dissenting Shares (a “Dissenting Stockholder”) withdraws his or her demand for such payment and appraisal or becomes ineligible for such payment and appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted then, as of the Effective Time or the occurrence of such event of withdrawal or ineligibility, whichever last occurs, such holder’s Dissenting Shares will cease to be Dissenting Shares and will be converted into the right to receive receive, and will be exchangeable for, the Power3 Merger Shares to which such Target Shareholder is entitled, without interest or dividends thereonin accordance with Section 2.2 of this Agreement. The LG will give the Company shall give Power3: (i) and Merger Sub prompt notice of any notice or demands demand received by LG from a holder of Dissenting Shares for appraisal or payment for Target Shares received by the Companyof such Dissenting Stockholder’s shares of LG Common Stock, and (ii) the opportunity Company shall have the right to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3demand. Each Dissenting Target ShareStockholder who, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCLprovisions of the FLBCA, becomes entitled to payment of the value of the Dissenting Shares will receive payment therefor but only after the value therefor has been agreed upon or finally determined pursuant to such provisions. At Any portion of the Effective Time, any holder of Dissenting Target Merger Shares shall cease to that would otherwise have any rights been payable with respect thereto except to Dissenting Shares if such shares of LG Common Stock were not Dissenting Shares will be issued to the rights provided by other LG Stockholders, as a result of an adjustment to the NGCL or Conversion Rate, as otherwise provided described in this Section 1.32.1(a).

Dissenters’ Rights. Notwithstanding any provision Under the terms of this Agreement the Business Combination Agreement, holders of CCF common stock will be entitled to dissent from the Transaction and to obtain payment in cash of the fair value of their shares of CCF common stock. Set forth below is a summary of the procedures that must be followed by the holders of CCF common stock in order to exercise their dissenters’ rights of appraisal. This summary is qualified in its entirety by reference to the contrarytext of the applicable Georgia statutes, any Target Shares that are issued a copy of which is attached to this proxy statement as Appendix E. Any holder of record of CCF common stock who objects to the Transaction, and outstanding immediately who fully complies with all of the provisions of Article 13 of the Georgia Business Corporation Code (the “GBCC”) (but not otherwise), will be entitled to demand and receive payment for all of his or her shares of CCF common stock if the Transaction is consummated. A shareholder of CCF who objects to the Transaction and desires to receive payment of the “fair value” of his or her CCF common stock: (i) must deliver to CCF, prior to the Effective Time time the shareholder vote on the Business Combination Proposal is taken, a written notice of such shareholder’s intent to demand payment for those shares registered in the dissenting shareholder’s name if the Transaction is completed; and that are held by a Target Shareholder that has (ii) must not voted vote his or her shares in favor of the Merger or consented thereto in writing approval of the Business Combination Proposal. A failure to vote against the Business Combination Proposal will not constitute a waiver of dissenters’ rights. A vote against the approval of the Business Combination Proposal alone will not constitute the separate written notice and that demand for payment referred to immediately above. Dissenting shareholders must separately comply with the above conditions. Any notice required to be given to CCF must be sent to CCF’s principal executive offices 000 Xxxxx Xxxx Xxxxxx, Xxxxxxxxx, XX 00000, Attn: Xxxxxxx X. Xxxxxxxx, President and Chief Executive Officer. If the Business Combination Proposal is approved and the Transaction is completed, CCF will mail, no later than ten (10) days after the effective date of the Transaction, by certified mail to each shareholder who has properly delivered timely submitted a written notice of demand for appraisal of intent to dissent, written notice addressed to the shareholder at such Target Shares address as the shareholder has furnished CCF in accordance with the NGCLwriting or, if none, at the NGCL provides for appraisal rights for such Target Shares in shareholder’s address as it appears on the Merger (the “Dissenting Target Shares”), shall not be converted into the right to receive Power3 Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as records of the Effective Time into the right to receive the Power3 Shares to which such Target Shareholder is entitled, without interest or dividends thereonCCF. The Company shall give Power3dissenters’ notice will: (i) prompt notice of any notice or demands for appraisal or state where the dissenting shareholder must send a payment for Target Shares received by the Companydemand, and (ii) where and when the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without certificates for the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Sharedissenting shareholder’s shares, if any, shall are to be canceled deposited; (ii) inform holders of uncertificated shares to what extent transfer of the shares will be restricted after the payment in respect thereof has been made to demand is received; (iii) set a date by which CCF must receive the holder thereof pursuant to shareholder’s payment demand (which date may not be fewer than thirty (30) nor more than sixty (60) days after the NGCL. At date the Effective Time, any holder dissenters’ notice is delivered); and (iv) be accompanied by a copy of Dissenting Target Shares shall cease to have any rights with respect thereto except Article 13 of the rights provided by the NGCL or as otherwise provided in this Section 1.3GBCC.

Dissenters’ Rights. Notwithstanding any provision If holders of this Agreement EPub Capital Stock are entitled to the contrary, any Target Shares that are issued and outstanding immediately prior to dissenters' rights at the Effective Time and that are held by a Target Shareholder that has not voted in favor of the Merger or consented thereto in writing and that has properly delivered a written notice under Section 262 of demand for appraisal of such Target Shares in accordance with the NGCLDGCL, if the NGCL provides for appraisal shares as to which dissenters' rights for such Target Shares in are available ("Dissenting Shares") shall not be converted into the Merger (Consideration on or after the “Dissenting Target Shares”)Effective Time of the Merger, but shall not instead be converted into the right to receive Power3 from the Surviving Corporation such consideration as may be determined to be due with respect to such Dissenting Shares unless and until pursuant to the DGCL. Each holder of Dissenting Shares (a "Dissenting Stockholder") who, pursuant to the provisions of Section 262 of the DGCL, becomes entitled to payment of the value of shares of EPub Capital Stock held by such Target Shareholder fails Dissenting Stockholder shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to perfect or effectively withdraws or loses its right to appraisal and payment under such provisions). In the NGCL. Ifevent of the legal obligation, after the Effective TimeTime of the Merger, to deliver the Merger Consideration to any such Target Shareholder fails Dissenting Stockholder who shall have failed to perfect make an effective demand for appraisal or effectively withdraws or loses its right to appraisalshall have lost his status as a Dissenting Stockholder, the Surviving Corporation shall issue and deliver, upon surrender by such Dissenting Target Shares shall thereupon be treated as if they had been converted as Stockholder of his certificate or certificates representing shares of EPub Common Stock, the Effective Time into the right to receive the Power3 Shares Merger Consideration to which such Target Shareholder Dissenting Stockholder is entitledthen entitled under Section 3. 1. To the extent that FV or EPub makes any payment or payments in respect of any Dissenting Shares, without interest or dividends thereon. The Company FV shall give Power3: be entitled to recover under the terms of Section 10 hereof (by surrender of shares of FV Common Stock) (i) prompt notice the aggregate amount by which such payment or payments exceed the aggregate Merger Consideration that otherwise would have been payable in respect of any notice or demands for appraisal or payment for Target Shares received by the Company, and such shares plus (ii) the opportunity to participate aggregate fees and expenses (including reasonable attorneys' fees and expenses) incurred by FV or the Surviving Corporation in and direct all negotiations and proceedings connection with respect to any such demands calculating, settling or notices. The Company shall not, without litigating the prior written consent of Power3, make any payment with respect toamount of, or settle, offer to settle or otherwise negotiatemaking, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3payment.

Dissenters’ Rights. Notwithstanding any provision Each outstanding Bank Common Stock, the holder of this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that which has not voted in favor of the Merger or consented thereto in writing and that has properly delivered a written notice of demand for appraisal of such Target Shares perfected dissenters’ rights in accordance with the NGCL, if provisions of the NGCL provides for Florida Banking Code (the “Dissent Provisions”) and has not effectively withdrawn or lost such holder’s right to such appraisal rights for such Target Shares in the Merger (the “Dissenting Target Bank Shares”), shall not be converted into the or represent a right to receive Power3 the Exchange Shares unless and until Cash Amount issuable in the Merger but the holder thereof shall be entitled only to such Target rights as are granted by the Dissent Provisions. The Bank shall give BHC prompt notice upon receipt by Bank of any written objection to the Merger and any written demands for payment of the fair value of the Bank Common Stock, and of withdrawals of such demands, and any other instruments provided to Bank pursuant to the Dissent Provisions (any shareholder duly making such demand being hereinafter called a “Dissenting Shareholder”). Each Dissenting Shareholder fails who becomes entitled, pursuant to the Dissent Provisions, to payment of fair value of any Bank Common Stock held by such Dissenting Shareholder shall receive payment therefor from Bank (but only after the amount thereof shall have been agreed upon or at the times and in the amounts required by the Dissent Provisions) and all of such Dissenting Shareholder’s Bank Common Stock shall be cancelled. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdraws withdrawn or loses its lost such right to appraisal and demand payment under of fair value, the NGCL. If, after the Effective Time, any Bank Common Stock held by such Target Dissent Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Power3 Shares consideration to which such Target Shareholder is entitled, without interest or dividends thereon. The Company shall give Power3: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by be issued in the Company, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or Merger as otherwise provided in this Section 1.3Plan. Any such consideration so issued shall be issued by the BHC without interest upon surrender by such holder of the certificate or certificates representing the shares held by the holder.

Dissenters’ Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary, any Target the Xxxxxx’x Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that any holder who has not voted in favor of the Merger or consented thereto in writing and that who has properly delivered complied with all of the relevant provisions of Subchapter D of Chapter 15 of the PBCL (each, a written notice of demand for appraisal of such Target Shares in accordance with the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target SharesXxxxxx’x Stockholder”), ) shall not be converted into the right to receive Power3 the Merger Consideration, and the holders of such Xxxxxx’x Shares (the “Dissenting Xxxxxx’x Shares”) shall thereafter be entitled only to such rights as are granted by Section 1930(a) and the relevant provisions of Subchapter D of Chapter 15 of the PBCL, unless and until such Target Shareholder fails Dissenting Xxxxxx’x Stockholder shall have failed to perfect perfect, or shall have effectively withdraws withdrawn or loses lost, his, her or its right rights to appraisal dissent and demand payment of fair value for the Xxxxxx’x Shares under the NGCL. If, after the Effective Time, PBCL (any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Power3 Shares to which such Target Shareholder is entitledforegoing, without interest or dividends thereona “Dissent Failure”). The Company Xxxxxx’x shall give Power3: (i) Xxxxx prompt written notice of any notice or notices of intention to dissent and demand payment of fair value for Xxxxxx’x Shares, attempted withdrawals of such demands for appraisal or payment for Target Shares received by and any other instruments served pursuant to the CompanyPBCL relating to dissenters rights, and (ii) Xxxxx shall have the opportunity right to participate in and direct direct, together with Xxxxxx’x, all negotiations and proceedings with respect to any such demands or noticesfor payment of fair value under the PBCL. The Company Xxxxxx’x shall not, without the prior written consent of Power3Xxxxx (which consent shall not be unreasonably withheld or delayed), make any payment with respect to, settle or offer to settle, offer to settle or otherwise negotiate, approve any withdrawal of any such demands. Any amounts paid . (b) The Xxxxx Shares that each Dissenting Xxxxxx’x Stockholder would, in the absence of his, her or its dissent, have been entitled to holders of receive under Section 2.4 (collectively, the “Dissenting Target Shares in an appraisal proceeding Share Merger Consideration”) shall be paid held by the Surviving Company out Exchange Agent pending a final resolution of its own funds the underlying dissent, and will not released as follows: (i) upon a Dissent Failure with respect to such Dissenting Xxxxxx’x Shares, all such Dissenting Xxxxxx’x Shares shall thereupon be paid, directly or indirectly, converted into and become exchangeable only for the right to receive the Dissenting Share Merger Consideration held by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in the Exchange Agent with respect thereof has been made thereto upon surrender to the holder thereof Exchange Agent of the Certificate(s) representing such Xxxxxx’x Shares accompanied by a properly completed Letter of Transmittal in accordance with Section 2.4; and (ii) upon payment of the fair value of such Dissenting Xxxxxx’x Shares, as determined pursuant to the NGCL. At relevant provisions of Subchapter D of Chapter 15 of the Effective TimePBCL, any holder of or as agreed between Xxxxxx’x and such Dissenting Target Xxxxxx’x Stockholder with respect to such Dissenting Xxxxxx’x Shares (subject to Lance’s prior written consent, which shall not be unreasonably withheld or delayed), the Dissenting Share Merger Consideration held by the Exchange Agent with respect to such Dissenting Xxxxxx’x Shares shall cease be returned to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3Xxxxx.

Dissenters’ Rights. Notwithstanding any Any provision of this Agreement to the contrarycontrary notwithstanding, any Target if required by the BCA (but only to the extent required thereby), Catapult Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that has holders thereof who have not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and that has who are entitled to demand and who have properly delivered a written notice of demand for exercised appraisal of such Target Shares rights with respect thereto in accordance with with, and who have complied with, Section 14A:11.1 et seq. of the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger BCA (the “Dissenting Target Shares”), shall ) will not be converted into the right to receive Power3 the Merger Consideration, but instead holders of such Dissenting Shares will be entitled to receive payment of the appraised value of such Dissenting Shares in accordance with the provisions of such Section 14A:11.1 et seq. of the BCA unless and until any such Target Shareholder holder fails to perfect or effectively withdraws or loses its right rights to appraisal and payment under the NGCLBCA. If, after the Effective Time, any such Target Shareholder holder fails to perfect or effectively withdraws or loses its right to appraisalsuch right, such Dissenting Target Shares shall will thereupon be 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 Power3 Shares to which such Target Shareholder is entitledMerger Consideration, without any interest or dividends thereon. The Company shall give Power3: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, and (ii) Cerberus shall remain liable for payment of the opportunity to participate in and direct all negotiations and proceedings with respect to any Merger Consideration for such demands or notices. The Company shall not, without the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCLShares. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto thereto, except the rights provided by in Section 14A:11.1 et seq. of the NGCL or BCA and as otherwise provided in this Section 1.32.1(f). Catapult will give Cerberus (i) prompt notice of any demands received by Catapult for appraisals of Shares, attempted withdrawals of such demands and any other instruments served pursuant to the BCA and received by Catapult relating to stockholders’ rights of appraisal and (ii) the opportunity to participate in all negotiations and proceedings with respect to such notices and demands. Catapult shall not, except with the prior written consent of Cerberus, voluntarily make any payment with respect to any demands for appraisal or settle, or offer to agree to settle, any such demands.

Dissenters’ Rights. Notwithstanding (a) Subject to Section 2.2(c)(ii) but notwithstanding any other provision of this Agreement to the contrarycontrary and to the extent available under the Cayman Act, any Target SPAC Shares that are issued and outstanding immediately prior to the First Merger Effective Time and that are held by a Target Shareholder that has not voted in favor of the Merger or consented thereto in writing and that has properly delivered a written notice of demand SPAC Shareholders who shall have validly exercised their dissenters’ rights for appraisal of such Target SPAC Shares in accordance with Section 238 of the NGCL, if Cayman Act and otherwise complied with all of the NGCL provides for appraisal provisions of the Cayman Act relevant to the exercise and enforcement of dissenters’ rights for such Target Shares in the Merger (the “Dissenting Target SPAC Shares”), and the holders of such Dissenting SPAC Shares being the “Dissenting SPAC Shareholders”) shall be cancelled and cease to exist at the First Merger Effective Time and the Dissenting SPAC Shareholders shall not be converted into the right entitled to receive Power3 the applicable Merger Consideration and shall instead be entitled to receive only the payment of the fair value of such Dissenting SPAC Shares unless and until such Target held by them as determined in accordance with the provisions of Section 238 of the Cayman Act. For the avoidance of doubt, the SPAC Shares owned by any SPAC Shareholder who fails to perfect exercise or who effectively withdraws or otherwise loses his, her or its right dissenters’ rights pursuant to appraisal Section 238 of the Cayman Act shall not be Dissenting SPAC Shares and payment under shall thereupon be cancelled and cease to exist at the NGCL. If, after the First Merger Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time into in exchange for the right to receive the Power3 Shares to which such Target Shareholder is entitledapplicable Merger Consideration, without any interest or dividends thereon. The Company thereon in accordance with Section 2.2(g)(ii). (b) Prior to the Closing, SPAC shall give Power3: the Company (i) prompt written notice of any notice or demands for appraisal or payment for Target Shares dissenters’ rights received by the Company, SPAC from SPAC Shareholders and any withdrawals of such demands and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands notice or noticesdemand for dissenters’ rights under the Cayman Act. The Company SPAC shall not, without except with the prior written consent of Power3the Company, make any offers or payment or otherwise agree or commit to any payment or other consideration with respect to, to any exercise by a SPAC Shareholder of its rights to dissent from the First Merger or settle, any demands for appraisal or offer or agree or commit to settle or otherwise negotiate, settle any such demands or approve any withdrawal of any such dissenter rights or demands. Any amounts paid . (c) If any SPAC Shareholder gives to holders SPAC, before the SPAC Shareholders’ Approval is obtained at the SPAC Shareholders’ Meeting, written objection to the First Merger (each a “Written Objection”) in accordance with Section 238(2) of Dissenting Target Shares the Cayman Act: (i) SPAC shall, in an appraisal proceeding accordance with Section 238(4) of the Cayman Act, promptly give written notice of the authorization of the First Merger (the “Authorization Notice”) to each such SPAC Shareholder who has made a Written Objection, and (ii) unless SPAC and the Company elect by agreement in writing to waive this Section 2.6(c)(ii), no party shall be paid by obligated to commence the Surviving Company out Closing, and the Plan of its own funds and will First Merger shall not be paidfiled with the Registrar of Companies of the Cayman Islands, directly or indirectlyuntil at least twenty (20) days shall have elapsed since the date on which the Authorization Notice is given (being the period allowed for written notice of an election to dissent under Section 238(5) of the Cayman Act, by Power3. Each Dissenting Target Shareas referred to in Section 239(1) of the Cayman Act), if any, shall be canceled after payment but in respect thereof has been made any event subject to the holder thereof pursuant to satisfaction or waiver of all of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided conditions set forth in this Section 1.3Article IX.

Dissenters’ Rights. Notwithstanding any provision If holders of this Agreement Nexcom Common Stock are entitled to the contrary, any Target Shares that are issued and outstanding immediately prior to dissenters' rights at the Effective Time and that are held by a Target Shareholder that has not voted in favor of the Merger or consented thereto in writing and that has properly delivered a written notice under Section 1300 et seq. of demand for appraisal of such Target Shares in accordance with the NGCLCalifornia General Corporation Law, if the NGCL provides for appraisal shares as to which dissenters' rights for such Target Shares in are available ("DISSENTING SHARES") shall not be converted into the Merger (Consideration on or after the “Dissenting Target Shares”)Effective Time of the Merger, but shall not instead be converted into the right to receive Power3 from the Surviving Corporation such consideration as may be determined to be due with respect to such Dissenting Shares unless and until pursuant to the California General Corporation Law. Each holder of Dissenting Shares (a "DISSENTING SHAREHOLDER") who, pursuant to the provisions of Section 1300 et seq. of the California General Corporation Law, becomes entitled to payment of the value of shares of Nexcom Common Stock held by such Target Dissenting Shareholder fails shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to perfect or effectively withdraws or loses its right to appraisal and payment under such provisions). In the NGCL. Ifevent of the legal obligation, after the Effective TimeTime of the Merger, to deliver the Merger Consideration to any such Target Dissenting Shareholder fails who shall have failed to perfect make an effective demand for appraisal or effectively withdraws or loses its right to appraisalshall have lost his status as a Dissenting Shareholder, the Surviving Corporation shall issue and deliver, upon surrender by such Dissenting Target Shares shall thereupon be treated as if they had been converted as Shareholder of his certificate or certificates representing shares of Nexcom Common Stock, the Effective Time into the right to receive the Power3 Shares Merger Consideration to which such Target Dissenting Shareholder is entitledthen entitled under this Section 3.2 and Section 1300 et seq. of the California General Corporation Law. To the extent that ISSI or Nexcom makes any payment or payments in respect of any Dissenting Shares, without interest or dividends thereon. The Company ISSI shall give Power3: be entitled to recover under the terms of Section 10 hereof (by surrender of shares of ISSI Common Stock) (i) prompt notice the aggregate amount by which such payment or payments exceed the aggregate Merger Consideration that otherwise would have been payable in respect of any notice or demands for appraisal or payment for Target Shares received by the Company, and such shares plus (ii) the opportunity to participate aggregate fees and expenses (including reasonable attorneys' fees and expenses) incurred by ISSI or the Surviving Corporation in and direct all negotiations and proceedings connection with respect to any such demands calculating, settling or notices. The Company shall not, without litigating the prior written consent of Power3, make any payment with respect toamount of, or settle, offer to settle or otherwise negotiatemaking, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3payment.

Dissenters’ Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the Cayman Companies Act, Purchaser Ordinary Shares that are issued and outstanding immediately prior to the Merger Effective Time and that are held by Purchaser Shareholders who shall have validly exercised their dissenters’ rights for such Purchaser Ordinary Shares in accordance with Section 238 of the Cayman Companies Act, and otherwise complied with all of the provisions of the Cayman Companies Act relevant to the exercise and perfection of dissenters’ rights (the “Dissenting Purchaser Shares”, and the holders of such Dissenting Purchaser Shares being the “Dissenting Purchaser Shareholders”) shall not be converted into, and such Dissenting Purchaser Shareholders shall have no right to receive, the applicable Per Share Merger Consideration unless and until such Dissenting Purchaser Shareholder fails to perfect or withdraws or otherwise loses his, her or its right to dissenters’ rights under the Cayman Companies Act. The Purchaser Ordinary Shares owned by any Purchaser Shareholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights under Section 238 of the Cayman Companies Act shall cease to be Dissenting Purchaser Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Merger Effective Time, the right to receive the applicable Per Share Merger Consideration in accordance with Section 1.6(b), without any interest thereon. (b) Prior to the Merger Effective Time, Purchaser shall give the Company (i) prompt written notice of any written objections to the Merger or demands for dissenters’ rights received by Purchaser from Purchaser Shareholders and any withdrawals of such objections or demands and (ii) the opportunity to participate in all negotiations and proceedings with respect to any such objection or demand for dissenters’ rights under the Cayman Companies Act. Purchaser shall not, except with reasonable consultation with the Company, make any offers or payment or otherwise agree or commit to any payment or other consideration with respect to any exercise by a Purchaser Shareholder of its rights to dissent from the Merger or any demands for appraisal or offer or agree or commit to settle or settle any such demands or approve any withdrawal of any such dissenter rights or demands. (c) Notwithstanding any provision of this Agreement to the contrary, if any Target Shares that are issued and outstanding immediately prior Purchaser Shareholder gives to Purchaser any written objection to the Effective Time and that are held by a Target Shareholder that has not voted Merger in favor accordance with Section 238(2) of the Merger or consented thereto Cayman Companies Act (a “Written Objection”) (i) Purchaser shall, in writing and that has properly delivered a accordance with Section 238(4) of the Cayman Companies Act, promptly give written notice of demand for appraisal the authorization of such Target Shares in accordance with the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target SharesAuthorization Notice”), shall not be converted into the right ) to receive Power3 Shares unless each such Purchaser Shareholder who has made a Written Objection and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as provide a copy of the Effective Time into same to the right to receive the Power3 Shares to which such Target Shareholder is entitled, without interest or dividends thereon. The Company shall give Power3: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, and (ii) unless the opportunity Company elects in writing to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall notwaive this Section 1.10(c), without the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding no Party shall be paid by obligated to effect the Surviving Company out Merger Closing and the Plan of its own funds and will Merger shall not be paidfiled with the Cayman Registrar until at least twenty days shall have elapsed since the date on which the Authorization Notice is given (being the period allowed for written notice of an election to dissent under Section 238(5) of the Cayman Companies Act, directly or indirectlyas referred to in Section 239(1) of the Cayman Companies Act), by Power3. Each Dissenting Target Share, if any, shall be canceled after payment but in respect thereof has been made any event subject to the holder thereof pursuant satisfaction or, to the NGCL. At extent permissible, waiver of all of the Effective Time, any holder conditions set forth in Article X as of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3such date.

Dissenters’ Rights. Notwithstanding any provision Shares of Common Stock that have been voted against adoption of this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that has not voted in favor against approval of the Merger or consented thereto in writing and that with respect to which the holder has properly delivered a written notice validly exercised dissenters’ rights under Section 131 of demand for appraisal of such Target Shares in accordance with the NGCLLBCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger La. R.S. 12:131 (the “Dissenting Target Shares”), shall ) will not be converted into the right to receive Power3 Shares the Common Stock Per Share Value for each share of Common Stock at or after the Effective Time unless and until the holder of such Target Shareholder shares (a “Dissenting Shareholder”) fails to perfect or effectively withdraws or loses its otherwise becomes ineligible for such right to appraisal and dissent from the Merger in accordance with the LBCL. Each Dissenting Shareholder shall be entitled to receive only the payment under provided by Section 131 of the NGCLLBCL with respect to shares of Common Stock owned by such Dissenting Shareholder. If, after the Effective Time, any such Target Shareholder If a holder of Dissenting Shares so fails to perfect or perfect, effectively withdraws or loses its right to appraisalotherwise becomes ineligible for such dissenters’ rights, such Dissenting Target Shares shall thereupon be treated as if they had been converted then, as of the Effective Time or the occurrence of such event, whichever last occurs, each of such holder’s Dissenting Shares will cease to be a Dissenting Share and will be converted into and represent the right to receive the Power3 Shares to which such Target Shareholder is entitledCommon Stock Per Share Value, without interest or dividends thereoninterest, upon the surrender of the certificates representing such shares. The Company shall give Power3: (i) Parent prompt written notice of any notice or demands for appraisal or payment for Target Shares by Dissenting Shareholders received by the Company, withdrawals of such demands, and (ii) any other instruments served on the opportunity to participate Company and any material correspondence received by the Company in and direct connection with such demands. After the Effective Time, the Surviving Corporation shall conduct all negotiations and proceedings with respect to any such demands or noticesfor dissenters’ rights under the LBCL. The Prior to the Effective Time, the Company shall not, without except with the prior written consent of Power3Parent, make any payment with respect toto any demands for dissenters’ rights of Dissenting Shares, compromise or settle, offer to settle or otherwise negotiate, settle any such demands or approve any withdrawal of any such demands. Any amounts funds paid pursuant to holders Section 131 of the LBCL to Dissenting Target Shares in an appraisal proceeding Shareholders shall be paid by out of any funds then remaining in the Exchange Fund and, if greater than such amount, the excess shall be paid out of the assets of the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3Corporation.

Dissenters’ Rights. Notwithstanding any other provision ------------------ of this Agreement to the contrary, any Target Shares shares of Heritage Common Stock that are issued and outstanding immediately prior to the Effective Time and that which are held by a Target Shareholder that has stockholders who shall have not voted in favor of the Merger or consented thereto in writing and that has who properly delivered a written notice of demand shall have demanded appraisal for appraisal of such Target Shares shares in accordance with Delaware Law (collectively, the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target "Dissenters" Shares”), ") shall not be converted into the right to receive Power3 Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time into represent the right to receive the Power3 Merger Consideration. Such stockholders instead shall be entitled to receive payment of the appraised value of such shares held by them in accordance with the provisions of Delaware Law, except that all Dissenters" Shares held by stockholders who shall have failed to which perfect or who effectively shall have withdrawn or otherwise lost their rights to appraisal of such Target Shareholder is entitledshares under Delaware Law 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 1.4 of the Heritage Certificate or dividends thereonHeritage Certificates that, immediately prior to the Effective Time, evidenced such shares. The Company Heritage shall give Power3: SouthBanc (i) prompt notice of any notice or written demands for appraisal or payment for Target Shares of any shares of Heritage Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to Delaware Law and received by the CompanyHeritage relating to stockholders" rights of appraisal, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or noticesunder Delaware Law consistent with the obligations of Heritage thereunder. The Company Heritage shall not, without except with the prior written consent of Power3SouthBanc, (x) make any payment with respect toto such demand, or settle, (y) offer to settle or otherwise negotiate, settle any such demands. Any amounts paid demand for appraisal or (z) waive any failure to holders of Dissenting Target Shares timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights accordance with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3Delaware Law.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that has any Person who is entitled to demand and properly demands appraisal of such shares pursuant to Section 262 of the DGCL (the “Dissenters’ Rights Statute”) who did not voted vote in favor of the Merger or consented consent thereto in writing and that has properly delivered a written notice of demand for appraisal of such Target Shares who complies in accordance all other respects with the NGCLDissenters’ Rights Statute (such shares, if the NGCL provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target Shares”), ) shall not be converted into the right to receive Power3 the Per Share Merger Consideration as provided in Section 3.1(c), but the holders of Dissenting Shares unless and until shall instead be entitled to receive payment of the fair value of such Target Shareholder fails Dissenting Shares in accordance with the Dissenters’ Rights Statute; provided, however, that if any such holder shall fail to perfect or effectively withdraws otherwise shall validly waive, withdraw or loses its lose the right to appraisal and receive payment of the fair value of such Dissenting Shares under the NGCL. IfDissenters’ Rights Statute, after then the Effective Time, any right of such Target Shareholder fails holder to perfect or effectively withdraws or loses its right to appraisal, be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Target Shares shall thereupon be treated as if they had deemed to have been converted as of at the Effective Time into into, and to have become exchangeable solely for, the right to receive the Power3 Shares to which such Target Shareholder is entitledPer Share Merger Consideration, without interest or dividends thereon. The Company shall give Power3: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Companyinterest, and (ii) the opportunity to participate as provided in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCLSection 3.1(c). At the Effective Time, any all Dissenting Shares shall automatically be canceled, cease to exist and no longer be outstanding, and each holder of a certificate that immediately prior to the Effective Time represented any Dissenting Target Shares shall cease to have any rights with respect thereto thereto, except the rights provided right to receive either payment of the fair value of such Dissenting Shares in accordance with the Dissenters’ Rights Statute or the Per Share Merger Consideration, as the case may be, upon the surrender of such certificate in accordance with Section 3.2(b). The Company shall give prompt notice to Parent of any written demands and any other instruments served pursuant to the Dissenters’ Rights Statute received by the NGCL Company relating to rights of appraisal under the Dissenters’ Rights Statute, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or as otherwise provided offer to settle or settle, any such demands or agree to do any of the foregoing. Each holder of Dissenting Shares who becomes entitled to 11 payment for such shares pursuant to the Dissenters’ Rights Statute shall receive payment therefor from the Surviving Corporation in this Section 1.3accordance with the Dissenters’ Rights Statute.

Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary, any Target if required by the DGCL (but only to the extent required thereby), Shares that are issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) and that are held by a Target Shareholder that has holders of such Shares who have not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and that has who have properly delivered a written notice of demand for exercised appraisal of such Target Shares rights with respect thereto in accordance with with, and who have complied with, Section 262 of the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger DGCL (the “Dissenting Target Shares”), shall ) will not be converted into the right to receive Power3 the Merger Consideration, and holders of such Dissenting Shares will be entitled to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of such Section 262 unless and until any such Target Shareholder holder fails to perfect or effectively waives, withdraws or loses its right rights to appraisal and payment under the NGCLDGCL. If, after the Effective Time, any such Target Shareholder holder fails to perfect or effectively waives, withdraws or loses its right to appraisalsuch right, such Dissenting Target Shares shall not be deemed Dissenting Shares and will thereupon be 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 Power3 Shares to which such Target Shareholder is entitledMerger Consideration, without any interest or dividends thereon, and the Surviving Corporation shall remain liable for payment of the Merger Consideration for such Shares. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided in Section 262 of the DGCL and as provided in the previous sentence. Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.2 to pay for Dissenting Shares for which appraisal rights have been perfected shall be paid to the Surviving Corporation upon demand. The Company shall will give Power3: the ESOP (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the CompanyCompany for appraisals of Shares, withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company that relate to any such demand for dissenters’ rights and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or noticesnotices and demands. The Company shall not, without except with the prior written consent of Power3the ESOP, make any payment with respect to, to any demands for appraisal or settle, settle or offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding Appraisal rights cannot be exercised at this time. The information set forth below is for informational purposes only with respect to alternatives available to stockholders if the Merger is consummated. Stockholders who will be entitled to appraisal rights in connection with the Merger will receive additional information concerning appraisal rights and the procedures to be followed to perfect appraisal rights before such stockholders have to take any provision action relating thereto. STOCKHOLDERS WHO SELL SHARES IN THE OFFER WILL NOT BE ENTITLED TO EXERCISE APPRAISAL RIGHTS WITH RESPECT THERETO BUT, RATHER, WILL RECEIVE THE PRICE PAID FOR THEIR SHARES IN THE OFFER. Under Section 262 of this Agreement to the contraryDGCL, any Target holder of Shares that are issued and outstanding immediately prior to at the Effective Time and that are held by (a Target Shareholder that has "Remaining Stockholder") who does not voted in favor of wish to accept the Consideration pursuant to the Merger or consented thereto in writing and that has properly delivered a written notice of demand for appraisal of such Target Shares in accordance with the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target Shares”), shall not be converted into will have the right to receive Power3 Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to seek an appraisal and payment under be paid the NGCL. If, after "fair value" of the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target holder's Shares shall thereupon be treated as if they had been converted as of the Effective Time into (exclusive of any element of value arising from the right accomplishment or expectation of the Merger) judicially determined and paid to receive such holder in cash, provided that such holder complies with the Power3 Shares to which provisions of such Target Shareholder is entitled, without interest or dividends thereonSection 262 of the DGCL. The following is a brief summary of the statutory procedures to be followed by a Remaining Stockholder in order to perfect appraisal rights under Delaware law. This summary is not intended to be complete and is qualified in its entirety by reference to Section 262 of the DGCL, the text of which is set forth in ANNEX B hereto. Any Remaining Stockholder considering demanding appraisal is advised to consult legal counsel. Appraisal rights will not be available unless and until the Merger (or a similar merger) is consummated. Remaining Stockholders of record who desire to exercise their appraisal rights must fully satisfy all of the following conditions. A written demand for appraisal of Shares must be delivered to the Secretary of the Company shall give Power3: (i) prompt notice before the taking of any notice or demands for appraisal or payment for Target Shares received by the vote on the adoption of the Merger Agreement, if the Merger is not being effected as a Short Form Merger but rather is being consummated following a vote thereon at a meeting of the Company's stockholders (a "Long Form Merger"), and and, in such case, such Remaining Stockholder must not vote in favor of adoption of the Merger Agreement, or (ii) within twenty (20) days after the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by date that the Surviving Company out Corporation mails to the Remaining Stockholders a notice (the "Notice of its own funds Merger") to the effect that the Merger is effective and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Sharethat appraisal rights are available (and includes in such notice a copy of Section 262 of the DGCL and any other information required thereby), if anythe Merger is being effected as a Short Form Merger without a vote or meeting of the Company's stockholders. If the Merger is effected as a Long Form Merger, shall a written demand for appraisal of Shares must be canceled after payment made in respect thereof has been made addition to and separate from any proxy abstaining from voting or any vote against adoption of the holder thereof pursuant Merger Agreement, and neither voting against, abstaining from voting, nor failing to vote on the NGCL. At Merger Agreement will constitute a demand for appraisal within the Effective Time, any holder meaning of Dissenting Target Shares shall cease to have any rights with respect thereto except Section 262 of the rights provided by the NGCL or as otherwise provided in this Section 1.3DGCL.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that has shareholder who did not voted vote in favor of the Merger (or consented consent thereto in writing writing) and that has who is entitled to demand and properly delivered a written notice demands payment of demand for appraisal the fair value of such Target Shares shares pursuant to, and complies in accordance with all respects with, the NGCL, if provisions of Subtitle 13 of the NGCL provides for appraisal rights for such Target Shares in the Merger Act (the “Dissenting Target Shareholder Shares”), and each shareholder holding Dissenting Shareholder Shares, a “Dissenting Shareholder”) shall not be converted into or be exchangeable for the right to receive Power3 the Merger Consideration, but instead such Dissenting Shareholder shall be entitled to receive such consideration (and only such consideration) as may be determined to be due to such Dissenting Shareholder pursuant to Subtitle 13 of the Act (and as of the Effective Time, such Dissenting Shareholder 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 Subtitle 13 of the Act), unless and until such Target Dissenting Shareholder fails shall have failed to perfect or shall have effectively withdraws withdrawn or loses its right lost rights to appraisal and payment under Subtitle 13 of the NGCLAct. If, after the Effective Time, If any such Target Dissenting Shareholder fails shall have failed to perfect or shall have effectively withdraws withdrawn or loses its right to appraisallost such right, such Dissenting Target Shares Shareholder’s shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time into Time, the right Merger Consideration for each such share of Company Common Stock, in accordance with Section 2.1(a), subject to receive the Power3 Shares to which such Target Shareholder is entitled, without interest or dividends thereonany applicable withholding Tax. The Company shall give Power3Parent: (i) prompt notice of any notice or written demands for appraisal or payment for Target Shares of the fair value of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the Act and received by the Company, Company relating to shareholders’ dissenters’ rights under Subtitle 13 of the Act; and (ii) the opportunity to participate in and to direct all negotiations and proceedings with respect to any such demands or noticesfor payment of fair value under Subtitle 13 of the Act. The Company shall not, without except with the prior written consent of Power3Parent (not to be unreasonably withheld, conditioned or delayed), make any payment with respect to, to any such demands for payment or settle, settle or offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3demands for payment.

Dissenters’ Rights. (a) Promptly following the execution of this Agreement, the Company shall provide each record holder of Common Stock, Series A Preferred Stock and/or Series B Preferred Stock who shall not have voted in favor of the Merger or consented thereto in writing, with notice of such holder’s appraisal rights pursuant to Section 262 of the DGCL. The Company shall give Parent prompt notice of any demands for appraisal pursuant to Section 262 of the DGCL received by the Company from any Stockholders, withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company in connection therewith. The Company shall not, except with the prior written consent of Parent (not to be unreasonably withheld), make any payment with respect to any such demands for appraisal or offer to settle or settle any such demands. No later than ten (10) days following the date on which the Effective Time occurs, Parent and the Surviving Corporation shall provide notice of the Effective Time to each Stockholder who has neither voted in favor of the Merger nor consented thereto in writing and has not withdrawn or lost the right to the appraisal pursuant to Section 262 of the DGCL. (b) Notwithstanding any provision of this Agreement to the contrary, any Target Outstanding Shares that are issued and outstanding held immediately prior to the Effective Time and that are held by a Target Shareholder that has not holders who have neither voted in favor of the Merger or nor consented thereto in writing and that has properly delivered a written notice of demand who have demanded and perfected the right, if any, for appraisal of such Target Outstanding Shares in accordance with the NGCLprovisions of Section 262 of the DGCL and have not withdrawn or lost such right to appraisal (collectively, if the NGCL provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target Shares”), ) shall not be converted into the right to receive Power3 Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time into the represent a right to receive the Power3 consideration for such shares set forth in this Agreement, but the holder of such Dissenting Shares shall only be entitled to which such Target Shareholder is entitled, without interest or dividends thereon. The Company shall give Power3: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received rights as are granted by the Company, and DGCL. If a holder of Outstanding Shares who demands appraisal of such Outstanding Shares under the DGCL shall thereafter effectively withdraw or lose (iithrough failure to perfect or otherwise) the opportunity right to participate in and direct all negotiations and proceedings appraisal with respect to any such demands Outstanding Shares, then, as of the occurrence of such withdrawal or notices. The Company loss, each such Outstanding Share shall notbe deemed to have been converted into and represent only the right to receive, in accordance with Sections 2.6 and 2.10, the consideration for such shares set forth in this Agreement, without any interest thereon. (c) No payment of the prior written consent of Power3Closing Common Merger Consideration, make any payment with respect to, Series A Liquidation Preference or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid Series B Liquidation Preference under this ARTICLE II shall be payable to holders of Dissenting Target Shares. Any payments allocable or due to the holders of Dissenting Shares in an appraisal proceeding greater than what such holders would have received pursuant to this Agreement shall be paid deducted from the Escrow Amount and distributed to Parent by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3Escrow Agent.

Dissenters’ Rights. Notwithstanding any provision of this Agreement anything to the contrarycontrary herein, any Target no Dissenting Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that has not voted in favor of the Merger or consented thereto in writing and that has properly delivered a written notice of demand for appraisal of such Target Shares in accordance with the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target Shares”), shall not be converted into the right to receive Power3 Shares payment of the Steel Merger Consideration pursuant to the provisions of this Article III unless and until such Target Shareholder fails the holder thereof shall have failed to perfect or shall have effectively withdraws withdrawn or loses its lost such holder’s right to appraisal and payment under the NGCLDGCL, and any holder of Dissenting Shares shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares. If, after the Closing Effective Time, any such Target Shareholder fails Person who otherwise would be deemed to hold Dissenting Shares shall have failed to properly perfect or shall have effectively withdraws withdrawn or loses its lost the right to appraisalappraisal under Section 262 of the DGCL or if a court of competent jurisdiction shall finally determine that such Person is not entitled to relief provided by Section 262 of the DGCL with respect to any shares of Steel Common Stock, such Dissenting Target Shares shares of Steel Common Stock shall thereupon be treated as if they though such shares of Steel Common Stock had been converted converted, as of the Closing Effective Time Time, into the right to receive the Power3 Shares to which such Target Shareholder is entitled, Steel Merger Consideration without interest and less any required Tax withholding upon surrender of the Steel Certificates or dividends thereonBook-Entry Shares that formerly evidenced such shares of Steel Common Stock in the manner provided in Section 3.2. The Company Steel shall give Power3: Copper (i) prompt written notice as promptly as practicable of any notice or written demands for appraisal or payment for Target Shares appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to Applicable Law received by the Company, Steel relating to stockholders’ rights of appraisal and (ii) the opportunity to participate in any proposed strategy, decision, negotiation and direct all negotiations and proceedings proceeding with respect to any such demands or noticesfor appraisal. The Company Steel shall not, without except with the prior written consent of Power3Copper, voluntarily make any payment with respect to, or settleto any demands for appraisal, offer to settle or otherwise negotiate, settle any such demands, approve any withdrawal of any such demands or waive any failure to timely deliver a written demand for appraisal the provisions under Section 262 of the DGCL. Any amounts required to be paid to holders a holder in respect of any Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3HoldCo.

Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary, any Target Member Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder an Interest Holder that has not voted in favor of the Merger or consented thereto in writing and that who has properly delivered a written notice of demand for appraisal of such Target Member Shares in accordance with Article 10 of the NGCLGeorgia Limited Liability Company Act, if the NGCL such Article 10 provides for appraisal rights for such Target Member Shares in the Merger (the “"Dissenting Target Member Shares”"), shall not be converted into the right to receive Power3 Parent Shares unless and until such Target Shareholder Interest Holder fails to perfect or effectively withdraws or loses its right to appraisal and payment under Article 10 of the NGCLGLLCA. If, after the Effective Time, any such Target Shareholder Interest Holder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Member Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Power3 Parent Shares to which such Target Shareholder Interest Holder is entitled, without interest or dividends thereon. The Company shall give Power3: Parent (i) prompt notice of any notice or demands for appraisal or payment for Target Member Shares received by the Company, Company and (ii) the opportunity to participate in and an direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Power3Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Member Shares in an appraisal proceeding shall be paid by the Surviving Company Corporation out of its own funds and will not be paid, directly or indirectly, by Power3Parent or Merger Sub. Each Dissenting Target Member Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Article 10 of the NGCLGLLCA. At the Effective Time, any holder of Dissenting Target Member Shares shall cease to have any rights with respect thereto except the rights provided by Article 10 of the NGCL GLLCA or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision (a) Shares that have not been voted for approval of this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that has not voted in favor of the Merger or consented thereto in writing and that with respect to which written objection to the Merger has been properly delivered a written notice of demand for appraisal of such Target Shares made in accordance with Article 5.12 of the NGCL, if the NGCL provides for appraisal TBCA ("Dissenting Shares") or Shares with respect to which dissenters' rights for such Target Shares in the Merger (the “Dissenting Target Shares”), shall have not terminated will not be converted into the right to receive Power3 Shares unless and until from the Surviving Corporation the Per Share Price otherwise payable with respect to such Target Shareholder fails to perfect shares at or effectively withdraws or loses its right to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect . If a holder of Dissenting Shares (a "Dissenting Shareholder") withdraws his or effectively withdraws her objection or loses its right to appraisal, demand for payment of the fair value of his or her Shares or such Dissenting Target Shares shall thereupon be treated as if they had been converted (or such other shares with respect to which dissenters' rights have not terminated) become ineligible for such payment, then, as of the Effective Time or the occurrence of such event of withdrawal or ineligibility, whichever last occurs, such holder's Dissenting Shares will cease to be Dissenting Shares (or, in the case of such other shares, the dissenters' rights shall have terminated) and each Share will be converted into the right to receive receive, and will be exchangeable for, the Power3 Shares to Per Share Price into which such Target Shareholder is entitled, without interest Dissenting Shares (or dividends thereon. such other shares) would have been converted pursuant to Section 1.11. (b) The Company shall give Power3: (i) Parent and Sub prompt notice of any notice or demands for appraisal or payment for Target Shares objection to the Merger received by the CompanyCompany from a Dissenting Shareholder, and (ii) Parent shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to any such demands or noticesobjection. The Company shall notagrees that, without except with the prior written consent of Power3Parent and Sub, or as required under the TBCA, it will not voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiateoffer or agree to settle, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3objection. Each Dissenting Target ShareShareholder or other shareholder who, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At provisions of Article 5.12 or 5.16 of the Effective TimeTBCA, becomes entitled to payment of the fair value of the Dissenting Shares (or other shares) will receive payment therefor after the fair value therefor has been agreed upon or finally determined pursuant to such provisions, and any holder of Dissenting Target Shares shall cease to Per Share Price that would have any rights been payable with respect thereto except the rights provided to such Dissenting Shares (or other shares) will be retained by the NGCL or as otherwise provided in this Section 1.3.Parent. ARTICLE II

Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are shares of Cilion Capital Stock held by a Target Shareholder that Securityholder who has not voted in favor of the Merger or consented thereto in writing writing, and that who has properly delivered a written notice of demand exercised and perfected such Securityholder’s right for appraisal of such Target Shares shares in accordance with Section 262 of the NGCLDGCL and who, if as of the NGCL provides for Effective Time, has not effectively withdrawn or lost such right to appraisal rights for such Target Shares in the Merger (the “Dissenting Target Shares”), if any, shall not be converted into the right to receive Power3 Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its the respective portion of the Merger Consideration but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the DGCL. Cilion shall give Aemetis prompt notice of any demand received by Cilion for appraisal of any shares of Cilion Capital Stock, and payment Aemetis shall have the right to direct and participate in all negotiations and proceedings with respect to such demand. Cilion agrees that, except with the prior written consent of Aemetis, or as required under the NGCLDGCL, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such demand. Each holder of Dissenting Shares (“Dissenting Securityholder”) who, pursuant to the provisions of the DGCL, becomes entitled to payment of the fair value for shares of Cilion Capital Stock shall receive payment therefore (but only after the value therefore shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any such Target Shareholder fails Dissenting Securityholder shall effectively withdraw or lose (through failure to perfect or effectively withdraws or loses its right to appraisal, otherwise) such Dissenting Target Shares shall thereupon be treated Securityholder’s appraisal rights under Section 262 of the DGCL then, as if they had been converted as of the later of the Effective Time and the occurrence of such event, such Dissenting Securityholder’s shares shall automatically be converted into and represent only the right to receive the Power3 Shares to which Merger Consideration for such Target Shareholder is entitledshares set forth in Section 3.1(c), as applicable, without interest or dividends thereon. The Company shall give Power3: (i) prompt notice interest, upon surrender of any notice or demands for appraisal or payment for Target Shares received by the Company, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any certificate representing such demands or notices. The Company shall not, without the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demandsshares. Any amounts paid to holders that become payable in respect of Dissenting Target Shares in an appraisal proceeding shall be paid by satisfied first from the Surviving Company out Exchange Fund up to the applicable Merger Consideration that would have been otherwise payable in respect of its own funds and will such Dissenting Share at the Closing if such Dissenting Share were not be paid, directly or indirectly, by Power3. Each a Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3and thereafter from Aemetis.

Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that has not voted in favor of the Merger or consented thereto in writing and that has properly delivered a written notice of demand for appraisal of such Target Shares in accordance with the NGCLDissenting Shares, if the NGCL provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target Shares”)any, shall not be converted into or exchangeable for a right to receive Common Merger Consideration or Preferred Merger Consideration but shall instead be converted into the right to receive Power3 such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to Delaware Law (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of Delaware Law), unless and until such Target Shareholder fails holder shall have failed to perfect or shall have effectively withdraws withdrawn or loses its lost rights to appraisal under Delaware Law. HOVRS shall give Acquirer prompt notice of any demand received by HOVRS to require HOVRS to purchase shares of HOVRS Common Stock or HOVRS Preferred Stock, and Acquirer shall have the right to appraisal participate in all negotiations and payment proceedings with respect to such demand. HOVRS agrees that, except with the prior written consent of Acquirer, or as required under the NGCLDelaware Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who, pursuant to the provisions of Delaware Law, becomes entitled to payment of the fair value for shares of HOVRS Common Stock or HOVRS Preferred Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated lose their status as if they had Dissenting Shares, Acquirer shall issue and deliver, upon surrender by such stockholder of a Certificate or Certificates representing shares of HOVRS Common Stock or HOVRS Preferred Stock (or compliance with Section 2.9), as the case may be, Common Merger Consideration or Preferred Merger Consideration, as applicable and to which such stockholder would otherwise have been converted entitled as of the Effective Time into the right to receive the Power3 Shares to which such Target Shareholder is entitledunder this Section 2.6, without interest or dividends thereon. The Company shall give Power3: (i) prompt notice , less such stockholder's pro rata portion of any notice or demands for appraisal or payment for Target Shares received by the CompanyEscrow Cash and the Holdback Cash, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding which shall be paid by withheld and deposited respectively in the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof Escrow Fund pursuant to Section 9.1 hereof and the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease Holdback Fund pursuant to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.39.8(d).

Dissenters’ Rights. Notwithstanding any other provision of this Agreement to the contrary, any Target Shares shares of Flatbush Federal Bancorp Common Stock that are issued and outstanding immediately prior to the Effective Time and that which are held by a Target Shareholder that has stockholders who shall have not voted in favor of the Mid-Tier Merger or nor consented thereto in writing and that has who shall have properly delivered a written notice demanded payment of demand the fair value for appraisal of such Target Shares shares in accordance with the NGCLHOLA and the regulations issued thereunder (collectively, if the NGCL provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target Dissenters’ Shares”), ) shall not be converted into the right to receive Power3 Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time into represent the right to receive the Power3 Merger Consideration. Such stockholders instead shall be entitled to such rights as are granted by the HOLA and the regulations issued thereunder, except that all Dissenters’ Shares held by stockholders who shall have failed to which such Target Shareholder is entitledperfect or who effectively shall have withdrawn or otherwise lost their dissenters’ rights under the HOLA and the regulations issued thereunder 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 or dividends thereon, the Merger Consideration upon surrender, in the manner provided in Section 2.05, of the Certificate(s) that, immediately prior to the Effective Time, evidenced such shares. The Company Flatbush Federal Bancorp shall give Power3: Northfield Bancorp (i) prompt notice of any notice or written payment demands, attempted withdrawals of demands for appraisal or payment for Target Shares and any other instruments served pursuant to the HOLA and the regulations issued thereunder and received by the CompanyFlatbush Federal Bancorp relating to Dissenters’ Shares, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or noticesunder the HOLA and the regulations issued thereunder consistent with the obligations of Flatbush Federal Bancorp thereunder. The Company Flatbush Federal Bancorp shall not, without the except with prior written consent of Power3Northfield Bancorp, (x) make any payment with respect toto such demand, or settle, (y) offer to settle or otherwise negotiate, settle any such demands. Any amounts paid demand for payment or (z) waive any failure to holders of Dissenting Target Shares timely deliver a written demand for dissenters’ rights or timely take any other action to perfect dissenters’ rights in an appraisal proceeding shall be paid by accordance with the Surviving Company out of its own funds HOLA and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3regulations issued thereunder.

Dissenters’ Rights. (a) Promptly following the receipt by the Company of written consents of Stockholders constituting the Requisite Stockholder Approval, the Company shall provide each record holder of Common Stock and Preferred Stock who shall not have voted in favor of the Merger or consented thereto in writing, with notice (such notice to be subject to Parents review and consent, such consent not to be unreasonably withheld or delayed) of such holder’s appraisal rights pursuant to Section 262 of the DGCL and dissenters rights pursuant to Chapter 13 of the California Corporations Code (the “CCC”). The Company shall give Parent prompt notice of any demands for appraisal pursuant to Section 262 of the DGCL or Chapter 13 of the CCC received by the Company from any Stockholders, withdrawals of such demands and any other instruments served pursuant to the DGCL or CCC and received by the Company in connection therewith. No later than 10 days following the date on which the Effective Time occurs, Parent and the Surviving Corporation shall provide notice of the Effective Time to each holder of Dissenting Shares (as hereinafter defined). (b) Notwithstanding any provision of this Agreement to the contrary, any Target no Outstanding Shares that are issued and outstanding held immediately prior to the Effective Time and that are held by a Target Shareholder that has not holders who have neither voted in favor of the Merger or nor consented thereto in writing and that has properly delivered a written notice of demand who have demanded and perfected the right, if any, for appraisal of such Target Outstanding Shares in accordance with the NGCLprovisions of Section 262 of the DGCL or Chapter 13 of the CCC and have not withdrawn or lost such right to appraisal (collectively, if the NGCL provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target Shares”), ) shall not be converted into the right to receive Power3 Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time into the represent a right to receive the Power3 consideration for such shares set forth in this Agreement, but the holder of such Dissenting Shares shall only be entitled to which such Target Shareholder is entitled, without interest or dividends thereon. The Company shall give Power3: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received rights as are granted by the Company, and DGCL or CCC. If a holder of Outstanding Shares who demands appraisal of such Outstanding Shares under the DGCL or CCC shall thereafter effectively withdraw or lose (iithrough failure to perfect or otherwise) the opportunity right to participate in and direct all negotiations and proceedings appraisal with respect to any such demands Outstanding Shares, then, as of the occurrence of such withdrawal or notices. The Company shall notloss, without the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any each such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding Outstanding Share shall be paid by deemed to have been converted into and represent only the Surviving Company out of its own funds right to receive, in accordance with Sections 2.6 and will not be paid2.11, directly or indirectly, by Power3. Each Dissenting Target Sharethe consideration for such shares set forth in this ARTICLE II and Section 10.5(b), if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision APPRAISAL RIGHTS CANNOT BE EXERCISED AT THIS TIME. THE INFORMATION SET FORTH BELOW IS FOR INFORMATIONAL PURPOSES ONLY WITH RESPECT TO ALTERNATIVES AVAILABLE TO STOCKHOLDERS IF THE MERGER IS CONSUMMATED. STOCKHOLDERS WHO WILL BE ENTITLED TO APPRAISAL RIGHTS IN CONNECTION WITH THE MERGER WILL RECEIVE ADDITIONAL INFORMATION CONCERNING APPRAISAL RIGHTS AND THE PROCEDURES TO BE FOLLOWED IN CONNECTION THEREWITH BEFORE SUCH STOCKHOLDERS HAVE TO TAKE ANY ACTION RELATING THERETO. STOCKHOLDERS WHO SELL SHARES IN THE OFFER WILL NOT BE ENTITLED TO EXERCISE APPRAISAL RIGHTS WITH RESPECT THERETO BUT, RATHER, WILL RECEIVE THE PRICE PAID IN THE OFFER THEREFOR. Under Section 262 of this Agreement to the contraryDGCL, any Target holder of Shares that are issued and outstanding immediately prior to at the Effective Time (a "REMAINING STOCKHOLDER") who does not wish to accept the Merger Consideration pursuant to the Merger will have the right to seek an appraisal and be paid the "fair value" of its Shares as of the Effective Time (exclusive of any element of value arising from the accomplishment or expectation of the Merger) judicially determined and paid to it in cash provided that such holder complies with the provisions of such Section 262 of the DGCL. The following is a brief summary of the statutory procedures to be followed by a Remaining Stockholder in order to perfect appraisal rights under Delaware law. This summary is not intended to be complete and is qualified in its entirety by reference to Section 262 of the DGCL, the text of which is set forth in ANNEX B hereto. Any Remaining Stockholder considering demanding appraisal is advised to consult legal counsel. Appraisal rights will not be available unless and until the Merger (or a similar merger) is consummated. Remaining Stockholders of record who desire to exercise their appraisal rights must fully satisfy all of the following conditions. A written demand for appraisal of Shares must be delivered to the Secretary of the Company (i) before the taking of the vote on the adoption of the Merger Agreement, if the Merger is not being effected as a short-form merger but rather is being consummated following a vote thereon at a meeting of the Company's stockholders (a "LONG-FORM MERGER"), and in such case such Remaining Stockholder must not vote in favor of adoption of the Merger Agreement, or (ii) within 20 days after the date that the Surviving Corporation mails to the Remaining Stockholders a notice (the "NOTICE OF MERGER") to the effect that the Merger is effective and that appraisal rights are held available (and includes in such notice a copy of Section 262 of the DGCL and any other information required thereby), if the Merger is being effected as a short-form merger without a vote or meeting of the Company's stockholders. If the Merger is effected as a long-form merger, a written demand for appraisal of Shares must be made in addition to and separate from any proxy abstaining from voting or any vote against adoption of the Merger Agreement, and neither voting against, abstaining from voting, nor failing to vote on the Merger Agreement will constitute a demand for appraisal within the meaning of Section 262 of the DGCL. In the case of a long-form merger, any stockholder seeking appraisal rights must (i) hold the Shares for which appraisal is sought on the date the demand is made, (ii) continuously hold such Shares through the Effective Time, and (iii) otherwise comply with the provisions of Section 262 of the DGCL. In the case of both a short-form merger and a long-form merger, a demand for appraisal must be executed by or for the stockholder of record, fully and correctly, as such stockholder's name appears on the stock certificates. If shares are owned of record in a fiduciary capacity, such as by a Target Shareholder trustee, guardian or custodian, such demand must be executed by the fiduciary. If Shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, such demand must be executed by all joint owners. An authorized agent, including an agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner and expressly disclose the fact that, in exercising the demand, he is acting as agent for the record owner. A record owner, such as a broker, who holds Shares as a nominee for others, may exercise appraisal rights with respect to the Shares held for all or less than all beneficial owners of Shares as to which the holder is the record owner. In such case the written demand must set forth the number of Shares covered by such demand. Where the number of Shares is not expressly stated, the demand will be presumed to cover all Shares outstanding in the name of such record owner. Beneficial owners who are not record owners and who intend to exercise appraisal rights should instruct the record owner to comply strictly with the statutory requirements with respect to the exercise of appraisal rights before the date of any meeting of stockholders of the Company called to approve the Merger in the case of a long-form merger and within 20 days following the mailing of the Notice of Merger in the case of a short-form merger. Remaining Stockholders who elect to exercise appraisal rights must mail or deliver their written demands to: 800-JR CIGAR, Inc., 000 Xxxxx 00 Xxxx, Xxxxxxxx, Xxx Xxxx, 00000, Attn: Xx. Xxxxxxx X. Colleton, General Counsel. The written demand for appraisal should specify the stockholder's name and mailing address, the number of Shares covered by the demand and that has the stockholder is thereby demanding appraisal of such Shares. In the case of a long-form merger, the Company must, within ten days after the Effective Time, provide notice of the Effective Time to all stockholders who have demanded appraisal and complied with Section 262 of the DGCL and have not voted for adoption of the Merger Agreement. In the case of a long-form merger, Remaining Stockholders electing to exercise their appraisal rights under Section 262 must not vote for the adoption of the Merger Agreement or consent thereto in writing. Voting in favor of the adoption of the Merger Agreement, or consented thereto delivering a proxy in writing connection with the stockholders meeting called to adopt the Merger Agreement (unless the proxy votes against, or expressly abstains from the vote on, the adoption of the Merger Agreement), will constitute a waiver of the stockholder's right of appraisal and that has properly delivered a will nullify any written notice of demand for appraisal submitted by the stockholder. Regardless of whether the Merger is effected as a long-form merger or a short-form merger, within 120 days after the Effective Time, either the Company or any stockholder who has demanded appraisal and complied with the required conditions of Section 262 and who is otherwise entitled to appraisal rights may file a petition in the Delaware Court of Chancery demanding a determination of the fair value of the Shares of the dissenting stockholders. If a petition for an appraisal is timely filed, after a hearing on such petition, the Delaware Court of Chancery will determine which stockholders are entitled to appraisal rights and thereafter will appraise the Shares owned by such stockholders, determining the fair value of such Target Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with a fair rate of interest to be paid, if any, upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery is to take into account all relevant factors. In XXXXXXXXXX X. XXX, INC., ET AL., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that "proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court" should be considered and that "[f]air price obviously requires consideration of all relevant factors involving the value of a company." The Delaware Supreme Court stated that in making this determination of fair value the court must consider "market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which were known or which could be ascertained as of the date of merger which throw any light on future prospects of the merged corporation." The Delaware Supreme Court has construed Section 262 of the DGCL to mean that "elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered." However, the court noted that Section 262 provides that fair value is to be determined "exclusive of any element of value arising from the accomplishment or expectation of the merger." Remaining Stockholders who in the future consider seeking appraisal should have in mind that the fair value of their Shares determined under Section 262 could be more than, the same as, or less than the Merger Consideration if they do seek appraisal of their Shares, and that opinions of investment banking firms as to fairness from a financial point of view are not necessarily opinions as to fair value under Section 262 of the DGCL. The cost of the appraisal proceeding may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a dissenting stockholder, the Delaware Court of Chancery may order that all or a portion of the expenses incurred by any dissenting stockholder in accordance connection with the NGCLappraisal proceeding, if including, without limitation, reasonable attorneys' fees and the NGCL provides for fees and expenses of experts, be charged pro rata against the value of all Shares entitled to appraisal. In the absence of such a determination or assessment, each party bears its own expenses. Any Remaining Stockholder who has duly demanded appraisal rights for such Target Shares in compliance with Section 262 of the Merger (the “Dissenting Target Shares”), shall not be converted into the right to receive Power3 Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under the NGCL. IfDGCL will not, after the Effective Time, be entitled to vote the Shares for any purpose, subject to such Target Shareholder fails demand, or to perfect receive payment of dividends or effectively withdraws other distributions on such Shares, except for dividends or loses its right other distributions payable to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as stockholders of record at a date prior to the Effective Time into the right to receive the Power3 Shares to which such Target Shareholder is entitled, without interest or dividends thereon. The Company shall give Power3: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCLTime. At any time within 60 days after the Effective Time, any former holder of Dissenting Target Shares shall have the right to withdraw his or her demand for appraisal and to accept the Merger Consideration. After this period, such holder may withdraw his or her demand for appraisal only with the consent of the Company as the Surviving Corporation. If no petition for appraisal is filed with the Delaware Court of Chancery within 120 days after the Effective Time, stockholders' rights to appraisal shall cease and all stockholders shall be entitled to have receive the Merger Consideration. Inasmuch as the Company has no obligation to file such a petition, and Parent has no present intention to cause or permit the Surviving Corporation to do so, any stockholder who desires such a petition to be filed is advised to file such petition on a timely basis. No petition timely filed in the Delaware Court of Chancery demanding appraisal shall be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just. Failure to take any required step in connection with the exercise of appraisal rights with respect thereto except may result in the rights provided by termination or waiver of such rights. The Purchaser and the NGCL Parent do not intend to grant unaffiliated stockholders of the Company access to its corporate files or as otherwise provided in this Section 1.3.obtain and pay for counsel or appraisal services on the behalf of such holders. THE OFFER

Dissenters’ Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and that which are held by a Target Shareholder that has stockholders who have not voted such shares in favor of the Merger or consented thereto in writing and that has properly delivered Merger, who shall have delivered, prior to any vote on the Merger, a written notice of demand for appraisal of such Target Shares in accordance with the NGCL, if the NGCL provides for appraisal rights for such Target Shares shares in the Merger manner provided in Section 262 of the DGCL and who, as of the Effective Time, shall not have effectively withdrawn or lost such right to dissenters' rights (the “"Dissenting Target Shares”), ") shall not be converted into the or represent a right to receive Power3 the Per Share Amount pursuant to Section 1.2 hereof, but the holders thereof shall be entitled only to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares unless and until who becomes entitled to payment for such Target Shareholder fails shares pursuant to perfect Section 262 of the DGCL shall receive payment therefor from the Surviving Corporation in accordance with the DGCL; provided, however, that if any such holder of Dissenting Shares shall have effectively withdrawn such holder's demand for appraisal of such shares or effectively withdraws or loses its lost such holder's right to appraisal and payment of such shares under Section 262 of the NGCL. IfDGCL, after such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares and each such share shall thereupon be deemed to have been canceled, extinguished and converted, as of the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time into and represent the right to receive payment from the Power3 Shares to which such Target Shareholder is entitledSurviving Corporation of the Per Share Amount, without interest or dividends thereon. as provided in Section 1.2 hereof. (b) The Company shall give Power3: Parent (i) prompt notice of any notice or demands written demand for appraisal, any withdrawal of a demand for appraisal or payment for Target Shares and any other instrument served pursuant to Section 262 of the DGCL received by the Company, Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any demands for appraisal under such demands or noticesSection 262 of the DGCL. The Company shall not, without except with the prior written consent of Power3Parent, voluntarily make any payment with respect to, to any demand for appraisal or settle, offer to settle or otherwise negotiate, settle any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3demand.

Dissenters’ Rights. (a) Notwithstanding any other provision of this Agreement to the contrary, any Target Shares shares of Potomac Common Stock that are issued and outstanding immediately prior to the Effective Time and that which are held by a Target Shareholder that has shareholders who shall not have voted in favor of the Merger or consented thereto in writing and that has who shall have properly delivered a written notice of demand demanded appraisal for appraisal of such Target Shares shares in accordance with the NGCLVSCA (collectively, if the NGCL provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target Dissenters’ Shares”), ) shall not be converted to into or represent the right to receive Power3 Merger Consideration, and such shareholders instead shall be entitled to receive payment of the appraised value of such shares held by them in accordance with the provisions of the VSCA; provided that all Dissenters’ Shares unless and until such Target Shareholder fails held by shareholders who shall have failed to perfect or who effectively withdraws shall have withdrawn or loses its right otherwise lost or forfeited their rights to appraisal and payment of such shares under the NGCL. IfVSCA shall thereupon be deemed to have been converted into and to have become exchangeable, after as of the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time into for the right to receive the Power3 Shares to which such Target Shareholder is entitledreceive, without interest or dividends thereon. The Company , the Per Share Cash Consideration upon surrender, in the manner provided in Section 8.1 hereof, of Certificates that, immediately prior to the Effective Time, evidenced such shares, subject to the proration provisions of Section 2.3(e) hereof. (b) Potomac shall give Power3: Bancorp (i) prompt notice of any notice or written objections to the Merger and any written demands for appraisal or the payment for Target Shares of the fair value of any shares, withdrawals of such demands, and any other instruments received by Potomac relating to appraisal rights under the Company, VSCA with respect to the Potomac Common Stock and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to such demands. Potomac shall not voluntarily make any such payment with respect to any demands or notices. The Company for payment of fair value of the Potomac Common Stock and shall not, without except with the prior written consent of Power3Bancorp, make any payment with respect to, settle or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision Each outstanding Bank Common Stock, the holder of this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that which has not voted in favor of the Merger or consented thereto in writing and that has properly delivered a written notice of demand for appraisal of such Target Shares perfected dissenters’ rights in accordance with the NGCL, if provisions of the NGCL provides for Florida Banking Code (the “Dissent Provisions”) and has not effectively withdrawn or lost such holder’s right to such appraisal rights for such Target Shares in the Merger (the “Dissenting Target Bank Shares”), shall not be converted into the or represent a right to receive Power3 the Exchange Shares unless and until Cash Amount issuable in the merger but the holder thereof shall be entitled only to such Target rights as are granted by the Dissent Provisions. The Bank shall give BHC prompt notice upon receipt by Bank of any written objection to the merger and any written demands for payment of the fair value of the Bank Common Stock, and of withdrawals of such demands, and any other instruments provided to Bank pursuant to the Dissent Provisions (any shareholder duly making such demand being hereinafter called a “Dissenting Shareholder”). Each Dissenting Shareholder fails who becomes entitled, pursuant to the Dissent Provisions, to payment of fair value of any Bank Common Stock held by such Dissenting Shareholder shall receive payment therefor from Bank (but only after the amount thereof shall have been agreed upon or at the times and in the amounts required by the Dissent Provisions) and all of such Dissenting Shareholder’s Bank Common Stock shall be cancelled. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdraws withdrawn or loses its lost such right to appraisal and demand payment under of fair value, the NGCL. If, after the Effective Time, any Bank Common Stock held by such Target Dissent Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Power3 Shares consideration to which such Target Shareholder is entitled, without interest or dividends thereon. The Company shall give Power3: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by be issued in the Company, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or merger as otherwise provided in this Section 1.3Plan. Any such consideration so issued shall be issued by the BHC without interest upon surrender by such holder of the certificate or certificates representing the shares held by the holder.

Dissenters’ Rights. Notwithstanding any provision of this Agreement anything to the contrarycontrary herein, any Target Shares that are issued holder of Saehan Common Stock who is entitled to demand and outstanding immediately prior who has properly exercised a demand for dissenters’ rights pursuant to the Effective Time and that are held by a Target Shareholder that has not voted in favor Section 1300 et seq. of the Merger CGCL (the “Dissenters’ Rights Statute”), and who shall not have failed to perfect, effectively withdrawn or consented thereto lost such stockholder’s right to dissent under the Dissenters’ Rights Statute (each, a “Dissenting Shareholder,” and collectively, the “Dissenting Shareholders”), shall be entitled to receive and be paid the fair market value (the “Payment”) of the “dissenting shares” (as such term is defined in writing and that has properly delivered a written notice of demand for appraisal of such Target Shares the Dissenters’ Rights Statute) in accordance with the NGCLDissenters’ Rights Statute. After the amount of the Payment has been agreed upon or finally determined pursuant to the Dissenters’ Rights Statute, if any Dissenting Shareholder entitled to the NGCL provides for appraisal rights for Payment pursuant to the Dissenters’ Rights Statute will be entitled to receive such Target Shares in the Merger (Payment, and the “dissenting shares” will thereupon be cancelled. If any Dissenting Target Shares”)Shareholder shall have failed to perfect, effectively withdrawn or lost the right to dissent under the Dissenters’ Rights Statute with respect to any shares of Saehan Common Stock, such shares shall not thereupon each be treated as though such share had been converted into the right to receive Power3 Merger Consideration. To the extent that a holder of Proposed Dissenting Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment such holder’s dissenters’ rights under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisalDissenters’ Rights Statute, such Proposed Dissenting Target Shares shall thereupon be treated as if they had been converted as withdrawn dissenting shares under this Agreement. Each holder of dissenting shares who becomes entitled to payment for his or her Saehan Common Stock pursuant to the provisions of the Effective Time into Dissenters’ Rights Statute shall receive payment for such perfected dissenting shares from Wilshire in accordance with the right to receive the Power3 Shares to which such Target Shareholder is entitled, without interest or dividends thereonDissenters’ Rights Statute. The Company Saehan shall give Power3: Wilshire (i) prompt notice of any notice or demands demand for appraisal or payment for Target Shares shares of Saehan Common Stock received by the Company, Saehan and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands demand or notices. The Company Saehan shall not, without the prior written consent of Power3Wilshire, make any payment with respect to, or settle, offer to for settle or otherwise negotiate, negotiate any such demands. Any amounts paid “Proposed Dissenting Shares” means shares of Saehan Common Stock whose holders provide notice of dissent to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made Saehan prior to the holder thereof pursuant to Saehan Shareholder Meeting and do not vote in favor of the NGCL. At Merger, in each case in accordance with the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3Dissenters’ Rights Statute.

Dissenters’ Rights. Notwithstanding any provision Shares of this Agreement to the contrary, any Target Shares Company Capital Stock (as defined below) that are issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that has have not been voted in favor of the Merger or consented thereto in writing this Agreement and that has properly delivered with respect to which a written notice of demand for payment and appraisal of such Target Shares have been properly made in accordance with Section 262 of the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger DGCL (the “Dissenting Target Shares”), shall will not be converted into the right to receive Power3 Shares unless and until the Merger Consideration otherwise payable with respect to such Target Shareholder fails to perfect shares of Company Capital Stock at or effectively withdraws or loses its right to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its but will be converted into the right to appraisal, receive such consideration as may be determined to be due with respect to such Dissenting Target Shares shall thereupon be treated as if they had been converted as pursuant to the laws of the Effective Time State of Delaware. Shares of Company Capital Stock with respect to which dissenters’ rights have not terminated (as evidenced by the failure of the holder of such shares of Company Capital Stock to vote for approval of this Agreement or to submit a letter of transmittal in the form of Exhibit G attached hereto (a “Letter of Transmittal”) to the Paying Agent in accordance with Section 2.7(i) with respect to such shares of Company Capital Stock) will not be converted into the right to receive the Power3 Merger Consideration otherwise payable with respect to such shares of Company Capital Stock at or after the Effective Time until the earliest of approval of this Agreement by such holder, submission of a Letter of Transmittal by such holder or the expiration of the statutory period for demand for payment and appraisal. If a holder of Dissenting Shares (a “Dissenting Stockholder”) withdraws his, her or its demand for such payment and appraisal or becomes ineligible for such payment and appraisal, then, as of the Effective Time or the occurrence of such event of withdrawal or ineligibility, whichever last occurs, such holder’s Dissenting Shares will cease to be Dissenting Shares and will be converted into the right to receive, and will be exchangeable for, the Merger Consideration into which such Target Shareholder is entitled, without interest or dividends thereonshares of Company Capital Stock would have been converted pursuant to Section 2.7. The Company shall will give Power3: (i) Parent prompt notice of any notice or demands for appraisal or payment for Target Shares demand received by the CompanyCompany from a holder of Dissenting Shares for appraisal of shares of Company Capital Stock, and Parent (iiand the Stockholders’ Representative post-Closing, at his expense) shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to any such demands or noticesdemand. The Company shall notagrees that, without except with the prior written consent of Power3Parent, or as required under the DGCL, it will not voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiateoffer or agree to settle, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3demand for appraisal. Each Dissenting Target ShareStockholder who, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCLprovisions of Section 262 of the DGCL, becomes entitled to payment of the value of the Dissenting Shares will receive payment therefor from the Company but only after the value therefor has been agreed upon or finally determined pursuant to such provisions. At Any portion of the Effective Time, any holder of Dissenting Target Shares shall cease to Merger Consideration that would otherwise have any rights been payable with respect thereto except the rights provided to Dissenting Shares if such Shares were not Dissenting Shares will be retained by the NGCL or as otherwise provided in this Section 1.3Parent.

Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary, any Target The Shares that which are issued and outstanding immediately prior to the Effective Time and that which are held by a Target Shareholder that has Shareholders who have not voted such shares in favor of the Merger or consented thereto in writing and that has properly Merger, who shall have delivered a written notice of demand for appraisal of such Target Shares in accordance with the NGCL, if the NGCL provides for appraisal expressing a desire to assert dissenters’ rights for such Target Shares in the Merger manner provided in Article 13 of the ABCA (the “Alabama Dissenters’ Law”) and who, as of the Effective Time, shall not effectively have withdrawn or lost the right to assert dissenters’ rights (“Dissenting Target Shares”), ) shall not be converted into or represent a right to receive their Proportionate Interest of the Purchase Price pursuant to Section 1.11 hereof, but the holders thereof shall be entitled only to such rights as are granted by the Alabama Dissenters’ Law as to dissenters. Each holder of Dissenting Shares who becomes entitled to payment for such Shares pursuant to the Alabama Dissenters’ Law shall receive payment therefor from Ducommun in accordance with the Alabama Dissenters’ Law; provided, that (i) if any such holder of Dissenting Shares shall fail to establish his or her entitlement to dissenters’ rights as provided in the Alabama Dissenters Law, or (ii) if any such holder of Dissenting Shares effectively shall withdraw his or her demand for dissenters’ rights of such Shares or loses his or her right to dissenters’ rights and payment of his, her or its Shares under the Alabama Dissenters’ Law, such holder shall forfeit the right to appraisal of such Shares and each such Share thereupon shall be deemed to have converted, as of the Effective Time, into and represent the right to receive Power3 Shares unless and until such Target Shareholder fails to perfect payment of his or effectively withdraws or loses its right to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as her Proportionate Interest of the Effective Time into the right to receive the Power3 Shares to which such Target Shareholder is entitledPurchase Price, without interest or dividends thereon. The Company shall give Power3: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision No dissenters rights are available in connection with the Offer. However, stockholders who have not tendered their Shares in the Offer will be entitled to certain rights under Subchapter 15D of this Agreement the Business Corporation Law in connection with the Merger if (i) prior to the contraryMerger (A) the Shares are no longer listed on a national securities exchange and (B) the Shares are beneficially or of record held by 2,000 persons or less or (ii) Purchaser owns 80% of the Shares and the Merger is consummated as a “short-form” merger pursuant to Section 1924(b)(1)(ii) of the Business Corporation Law, any Target including the right to dissent and obtain payment of the “fair value” of their Shares. Under the Business Corporation Law, dissenting stockholders who comply with the applicable statutory procedures will be entitled to receive a judicial determination of the “fair value” of their Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that has not voted in favor effective time of the Merger but excluding any change in value in anticipation of the Merger. Stockholders should realize that the amount determined to be the fair value in any valuation proceeding may be higher or consented thereto lower than the amount to be paid pursuant to the Offer or in writing the Merger. Holders of the Shares should note that investment banking opinions as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and that has properly delivered the Merger, are not opinions as to “fair value” under Subchapter 15D of the Business Corporation Law. Moreover, Xxxxxx could argue in a written notice of demand valuation proceeding that, for appraisal purposes of such Target a proceeding, the fair value of Shares in accordance with held by holders dissenting under Subchapter 15D of the NGCL, if Business Corporation Law is less than the NGCL provides for appraisal rights for such Target Shares price paid in the Merger (Offer. If any stockholder who exercises his or her rights under Subchapter 15D of the “Dissenting Target Shares”), shall not be converted into the right to receive Power3 Shares unless and until such Target Shareholder Business Corporation Law fails to perfect perfect, or effectively withdraws or loses its right to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisalrights, such Dissenting Target holder’s Shares shall will thereupon be treated as if they had deemed to have been converted as of the Effective Time effective time of the Merger into the right to receive the Power3 Shares to which such Target Shareholder is entitledMerger Consideration, without any interest or dividends thereon, in accordance with the Merger Agreement. The Company shall give Power3: (i) prompt notice foregoing summary of the rights of dissenting stockholders under the Business Corporation Law does not purport to be a statement of the procedures to be followed by stockholders desiring to exercise any notice or demands for appraisal or payment for Target Shares received by the Company, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or noticesdissenters rights under Pennsylvania law. The Company shall not, without the prior written consent foregoing discussion is not a complete statement of Power3, make any payment with respect to, or settle, offer law pertaining to settle or otherwise negotiate, any such demands. Any amounts paid dissenters rights under Pennsylvania law and is qualified in its entirety by reference to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3Pennsylvania law.

Dissenters’ Rights. Notwithstanding any other provision of this Agreement to the contrary, any Target Shares shares of Home Building Bancorp Common Stock that are issued and outstanding immediately prior to the Effective Time and that which are held by a Target Shareholder that has shareholders who shall have not voted in favor of the Merger or consented thereto in writing and that has who properly delivered a written notice shall have demanded payment of demand the fair value for appraisal of such Target Shares shares in accordance with the NGCLIBCL (collectively, if the NGCL provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target Shares”), "DISSENTERS' SHARES") shall not be converted into the right to receive Power3 Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time into represent the right to receive the Power3 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 IBCL, except that all Dissenters' Shares held by shareholders who shall have failed to which such Target Shareholder is entitledperfect or who effectively shall have withdrawn or otherwise lost their rights as dissenting shareholders under the IBCL 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 or dividends 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, evidenced such shares. The Company Home Building Bancorp shall give Power3: First Bancorp (i) prompt notice of any notice or written demands for appraisal or payment for Target Shares of fair value of any shares of Home Building Bancorp Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the IBCL and received by the Company, Home Building Bancorp relating to shareholders' dissenters' rights and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or noticesunder the IBCL consistent with the obligations of Home Building Bancorp thereunder. The Company Home Building Bancorp shall not, without except with the prior written consent of Power3First Bancorp, (x) make any payment with respect toto such demand, or settle, (y) offer to settle or otherwise negotiate, settle any such demands. Any amounts paid demand for payment of fair value or (z) waive any failure to holders timely deliver a written demand for payment of Dissenting Target Shares fair value or timely take any other action to perfect payment of fair value rights in an appraisal proceeding shall be paid by accordance with the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3IBCL.

Dissenters’ Rights. (i) No later than ten days following the Effective Time, the Surviving Corporation shall mail to each record holder of Common Stock who is entitled to vote on the Merger and who does not consent in writing to the Merger, via first class United States mail, postage prepaid, at the address for each record holder as it appears in the Company’s books and records, written notice of such holder’s appraisal rights and notice that the Merger was approved by the requisite action of the holders of Common Stock pursuant to Sections 6.202(d), 10.353, 10.354 and 10.355 of the TBOC (the “Notice”). Promptly following its receipt thereof, the Surviving Corporation shall give Parent written notice of any demands for appraisal pursuant to Sections 10.353 and 10.354 of the TBOC received by the Surviving Corporation, withdrawals of such demands and any other instruments served pursuant to the TBOC and received by the Surviving Corporation in connection therewith. Each holder of Common Stock who has perfected the right, if any, for appraisal of such holder’s outstanding shares of Common Stock in accordance with the provisions of Section 10.354 and 10.356 of the TBOC and who has not withdrawn or lost such right to appraisal is referred to herein as a “Dissenting Holder” and each share of Common Stock held by a Dissenting Holder is referred to herein as a “Dissenting Share.” On the 21st day after the date of the Notice, the Surviving Corporation shall provide to Shareholder Representative and Parent a list of all Dissenting Holders, stating the number of Dissenting Shares held by each Dissenting Holder and the aggregate number of Dissenting Shares, and, within three Business Days after receipt of such list, the Shareholder Representative shall pay to Parent an amount equal to the product of the Closing Date Share Amount multiplied by the aggregate number of Dissenting Shares. (ii) Notwithstanding any provision of this Agreement to the contrary, any Target Shares no outstanding shares of Common Stock that are issued held immediately prior to the Effective Time by Dissenting Holders shall be converted into or represent a right to receive the Applicable Share Amount, but the Dissenting Holders shall only be entitled, in lieu thereof, to receive payment of the fair value of their Dissenting Shares in accordance with the provisions of Subchapter H of Chapter 10 of the TBOC. If a holder of outstanding shares of Common Stock who demands appraisal of such shares under the TBOC shall thereafter effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal with respect to such shares, then each such share shall be deemed to have been converted, at the Effective Time, into and represent only the right to receive the Applicable Share Amount in accordance with this Section 2.2, without any interest thereon, upon delivery of a duly completed and validly executed Transmittal Letter and such other documents as may be required pursuant to the instructions thereto, and the surrender of the related Stock Certificate(s) in accordance with Section 2.5(d) (any such holder following the delivery of such items, a “Formerly Dissenting Holder”, and the Dissenting Shares held by such Formerly Dissenting Holder, “Formerly Dissenting Shares”). Promptly following the delivery of such items by a Formerly Dissenting Holder to the Shareholder Representative (prior to the Turnover Date), the Shareholder Representative shall provide written notice to Parent of the receipt of such items from a Formerly Dissenting Holder, and Parent shall, as promptly as practicable but within five Business Days after its receipt of such notice, pay to the Shareholder Representative for distribution to such Formerly Dissenting Holder an amount equal to the product of the Closing Date Share Amount multiplied by the number of his or her Formerly Dissenting Shares, plus any Post-Closing Share Amount attributable to such Formerly Dissenting Shares received by Parent pursuant to Section 2.5(b)(ii). Formerly Dissenting Holders shall be treated as Company Holders for all purposes of this Agreement, and Formerly Dissenting Shareholders will cease to be treated as Dissenting Shareholders when they become Formerly Dissenting Shareholders. (iii) Notwithstanding the other provisions of this Agreement, if, at the time of any payment (x) to be made to the Shareholder Representative pursuant to Section 2.3(e) or from the Adjustment Escrow or the Indemnity Escrow pursuant to Section 2.5(b)(ii), in each case, for the benefit of the Company Holders or (y) to be made to Company Holders pursuant to Section 2.5(d)(v) from the unused portion of the Sellers’ Expense Amount, there are Dissenting Holders, then the amount of such payment will be reduced by a fraction thereof, the numerator of which is the number of Dissenting Shares and the denominator of which is the number of shares of Common Stock outstanding immediately prior to the Effective Time, determined as if all Common Stock Equivalents outstanding immediately prior to the Effective Time were fully exercisable and that are held by a Target Shareholder that has not voted in favor of the Merger or consented thereto in writing and that has properly delivered a written notice of demand for appraisal of such Target Shares in accordance with the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target Shares”), shall not be converted into the right to receive Power3 Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted exercised as of immediately prior to the Effective Time into but disregarding all Excluded Shares, and the right to receive the Power3 Shares to amount by which such Target Shareholder payment is entitled, without interest so reduced will be retained by or dividends thereon. The Company shall give Power3: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made instead to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3Parent.

Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Company shall, within ten days of the Effective Time Date, give each Non-Principal Stockholder notice summarizing the Merger, in form reasonably satisfactory to Parent, providing that appraisal rights are available for any and that are all Company Shares held by each such Non-Principal Stockholder and shall further include a Target Shareholder that has not voted in favor copy of Section 262 of the Merger or consented thereto in writing DGCL and that has properly delivered a written notice summary of demand each such Non-Principal Stockholder's appraisal rights. Each such Non-Principal Stockholder who demands and effects appraisal rights for appraisal of such Target Shares shares in accordance with the NGCLDGCL and who, if as of the NGCL provides for Effective Time, has not effectively withdrawn or lost such appraisal rights for such Target Shares in the Merger shares (the “"Dissenting Target Shares”), ") shall not be entitled to have such Dissenting Shares be converted into or represent a right to receive cash in the per share amount specified in Section 2.6(d), and the holder thereof shall only be entitled to such rights as are granted by the DGCL. (a) Notwithstanding the provisions of subsection (a), if any Non-Principal Stockholder who demands appraisal of such shares under the DGCL shall effectively withdraw the right to appraisal, then, as of the later of the Effective Time or the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Power3 Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under cash in the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Power3 Shares to which such Target Shareholder is entitledper share amount specified in Section 2.6(d), without interest or dividends thereon. , upon surrender of the certificate representing such Company Shares. (b) The Company shall give Power3: Parent (i) prompt notice of any notice or written demands for appraisal or payment for Target Shares of any Company Shares, withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company, Company which relate to any such demand for appraisal and (ii) the opportunity to participate in and direct all negotiations and proceedings which take place prior to the Effective Time with respect to any such demands or noticesfor appraisal under the DGCL. The Company shall not, without except with the prior written consent of Power3Parent, voluntarily make any payment with respect to, to any demands for appraisal of Company Shares or settle, offer to settle or otherwise negotiate, settle any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision No dissenters' rights are available in connection with the Offer. However, if the Merger is consummated, shareholders who fully comply with the statutory dissenters' procedures set forth in the PBCL, the relevant portions of which are attached to this Agreement Offer to Purchase as Schedule II, will be entitled to receive cash for the fair value of their Shares as determined pursuant to the contraryprocedures presented by the PBCL. Merely voting against the Merger Agreement will not perfect a shareholders' dissenters' rights. Shareholders are urged to review carefully the dissenting shareholders' rights provisions of the PBCL, a description of which is provided below and the full text of which is attached to this Offer to Purchase as Schedule II and incorporated herein by reference. SHAREHOLDERS WHO FAIL TO COMPLY STRICTLY WITH THE APPLICABLE PROCEDURES WILL FORFEIT THEIR DISSENTERS' RIGHTS IN CONNECTION WITH THE MERGER. See Schedule II to this Offer to Purchase. Sections 1571 through 1580 of the PBCL ("Subchapter D") and Section 1930(a) of the PBCL, copies of which are included in Schedule II attached to this Offer to Purchase, entitle any Target holder of record of Shares that are issued and outstanding immediately prior who objects to the Effective Time Merger, in lieu of receiving the consideration for such Shares provided under the Merger Agreement, to demand in writing that he be paid in cash the fair value of his Shares. Section 1572 of the PBCL defines "fair value" as "[t]he fair value of shares immediately before the effectuation of the corporate action to which the dissenter objects, taking into account all relevant factors, but excluding any appreciation or depreciation in anticipation of the corporate action." Before the vote of the shareholders is taken on the Merger, the dissenting shareholder must deliver to the Company a written notice of intention to demand that he be paid the fair value of his Shares if the Merger is effected. Such written notice must be sent to the Secretary of the Company at Xxx Xxxx, Suite 0000, 000 Xxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000. A vote against the Merger is not sufficient to satisfy the requirement of delivering a written notice to the Company. In addition, the shareholder must not effect any change in the beneficial ownership of his Shares from the date of filing the notice with the Company through the consummation of the Merger, and that are held by a Target Shareholder that has Shares for which payment of fair value is sought must not be voted in favor of the Merger. Failure by a dissenting shareholder to comply with any of the foregoing will result in his forfeiture of any right to demand payment of fair value for his Shares. A record holder of Xxxxxx held in whole or in part for the benefit of another person may assert dissenters' rights as to fewer than all of the Shares registered in his name only if he dissents with respect to all the Shares beneficially owned by any one person and discloses the name and address of the person or persons on whose behalf he dissents. A beneficial owner of Shares who is not the record holder may assert dissenters' rights with respect to Xxxxxx held on his behalf if he submits to the Company the written consent of the record holder not later than the time of assertion of dissenters' rights. A beneficial owner may not dissent with respect to fewer than all of the Shares owned by him, whether or not such Shares are registered in his name. If the Merger is approved, the Company shall mail to all dissenters who gave due notice of their intention to demand payment of fair value and who refrained from voting in favor of the Merger, a notice stating where and when a demand for payment should be sent and certificates for Shares deposited in order to obtain payment. The notice shall be accompanied by a copy of Subchapter D and a form for demanding payment. The time set for the receipt of demands and the deposit of certificates shall not be less than 30 days from the mailing of the notice. Failure by a shareholder to demand payment or deposit certificates pursuant to such notice will cause such shareholder to lose all right to have a court determine the fair value of his Shares. If the Merger has not been effected within 60 days after the date set for demanding payment and depositing certificates, the Company shall return any certificates that have been deposited. The Company, however, may at any later time send a new notice regarding demand for payment and deposit of certificates with like effect. Promptly after the consummation of the Merger or consented thereto in writing and that has properly delivered a written notice upon timely receipt of demand for appraisal of such Target Shares in accordance with the NGCL, payment if the NGCL provides for appraisal rights for such Target Merger has already been effected, the Company shall remit to dissenters who have made timely demand and deposited their certificates the amount the Company estimates to be the fair value of their Shares in the Merger (the “Dissenting Target Shares”), shall not or give written notice that no remittance will be converted into the right to receive Power3 Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment made under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as Section 1577 of the Effective Time into the right to receive the Power3 Shares to which such Target Shareholder is entitled, without interest PBCL. Such remittance or dividends thereon. The Company notice shall give Power3: be accompanied by (i) prompt the closing balance sheet and statement of income of the Company for a fiscal year ending not more than 16 months prior to the date of remittance or notice together with the latest available interim financial statements, (ii) a statement of the Company's estimate of the fair value of the Shares, and (iii) a notice of the right of the dissenting shareholder to demand payment or supplemental payment, as the case may be, accompanied by a copy of Subchapter D. If the Company does not remit the amount of its estimate of the fair value of the Shares, it shall return all certificates that have been deposited and may make a notation thereon that a demand for payment has been made. If Shares with respect to which notation has been so made shall be transferred, each new certificate issued therefor shall bear a similar notation, together with the name of the original dissenting holder or owner of such Shares. A transferee of such Shares shall not acquire by such transfer any notice rights in the Company other than those that the original dissenter had after making demand for payment of fair value for such Shares. If a dissenting shareholder believes that the amount estimated or demands paid by the Company for appraisal his Shares is less than the fair value, the shareholder may send to the Company his own estimate of the fair value which shall be deemed a demand for payment of the amount of the deficiency. If the dissenter does not file his own estimate of fair value within 30 days after the mailing by the Company of its remittance or payment for Target Shares received estimate of fair value, the dissenter shall be entitled to no more than the amount remitted to him or estimated by the Company. Within 60 days after the latest of (i) the consummation of the Merger, and (ii) timely receipt of any demands for payment or (iii) timely receipt of any shareholder estimates of fair value, if any demands for payment remain unsettled, the opportunity to participate Company may file in and direct all negotiations and proceedings with respect to any such demands or noticescourt an application for relief requesting that the fair value of the Shares be determined by the court. The Company shall not, without the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding Each dissenter whose demand has not been settled shall be paid made a party to the proceeding and shall be entitled to recover the amount by which the Surviving Company out fair value of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Sharehis Shares is found to exceed the amount, if any, previously remitted, plus interest. If the Company fails to file an application within the 60-day period, any dissenter who has not settled his claim may do so in the name of the Company within 30 days after the expiration of this 60-day period. If no dissenter files an application within such 30-day period, each dissenter entitled to file an application shall be canceled after paid no more than the Company's estimate of the fair value of his Shares and may bring an action to recover any amount not previously remitted. The costs and expenses of any valuation proceedings, including the reasonable compensation and expenses of any appraiser appointed by the court, shall be determined by the court and assessed against the Company except that any part of such costs and expenses may be apportioned and assessed as the court deems appropriate against all or some of the dissenters whose action in demanding supplemental payment is found by the court to be dilatory, obdurate, arbitrary, vexatious or in respect thereof has been made bad faith. The court may also assess the fees and expenses of counsel and experts for any or all of the dissenters against the Company if the Company fails to comply substantially with Subchapter D or acts in bad faith or in a dilatory, obdurate, arbitrary or vexatious manner. The court can also assess any such fees or expenses incurred by the Company against a dissenter if such dissenter is found to have acted in bad faith or in a dilatory, obdurate, arbitrary or vexatious manner. If the court finds that the services of counsel for any dissenter were of substantial benefit to the holder thereof pursuant other dissenters and should not be assessed against the Company, it may award to such counsel reasonable fees to be paid out of the amounts awarded to the NGCLdissenters who were benefited. At Section 1712 of the Effective TimePBCL provides that a director of a Pennsylvania corporation stands in a fiduciary relation to such corporation and must perform his duties as a director in good faith, any holder in a manner he reasonably believes to be in the best interests of Dissenting Target Shares the corporation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. Section 1105 of the PBCL provides in substance that a shareholder of a Pennsylvania corporation shall cease to not have any rights with respect thereto right to obtain, in the absence of fraud or fundamental unfairness, an injunction against the Merger, nor any right to claim the right to valuation and payment of the fair value of his Shares because of the Merger, except that he may dissent and claim such payment if and to the rights provided by the NGCL or as otherwise extent provided in this Subchapter D of the PBCL, described above. Absent fraud or fundamental unfairness, such dissenters' rights are the exclusive remedy of such shareholders. However, the United States Court of Appeals, Third Circuit, interpreting the predecessor statute to Section 1.3.1105 of the PBCL in Xxxxxxxxxx v. NutriSystem, Inc., concluded that dissenters' rights coexist with common law causes of action, such as rescission or money damages, in the context of an action for breach of fiduciary duty or misrepresentation in a cash-out

Dissenters’ Rights. Notwithstanding Pursuant to Section 607.247 of the Florida General Corporation Act, a copy of which is attached hereto as Exhibit ___, any provision holder of this Agreement Cigarette Common Stock who objects to the contraryMerger will be entitled to dissent and exercise appraisal rights. That Section enables an objecting shareholder to be paid, any Target Shares in cash, the value of his Cigarette Common Stock as determined by FGCA Section 607.247(c), provided that the following conditions are issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that has satisfied: (a) Such shareholder must not voted vote in favor of the Merger, nor submit a proxy in which directions are given to vote in favor of the Merger. (b) Within 10 days after the date on which the vote is taken approving the Merger, such shareholder must make written demand on Alchemy for payment of the fair value of such shareholder's shares. Within 10 days after the Merger or consented thereto in writing is effected, Alchemy shall give written notice thereof to each dissenting shareholder who has satisfied paragraphs (a) and that has properly delivered (b) hereof, and Alchemy shall make a written notice offer to each such shareholder to pay for such shares at a specified price deemed by Alchemy to be the fair value thereof. In the event that Alchemy and the dissenting shareholder(s) does not agree with the value Alchemy places on such shareholder's shares, then Alchemy, within 30 days after the receipt of a written demand for appraisal from any such shareholder given within 60 days after the date on which the Merger was effected, shall, or at its election at any time within such period of 60 days may, file an action in any court of competent jurisdiction in the county in Florida where the registered office of Alchemy is located requesting that the fair value of such Target Shares in accordance with the NGCLshares be found and determined. If Alchemy fails to initiate such a proceeding, if the NGCL provides for appraisal rights for such Target Shares then any dissenting shareholder may do so in the Merger (the “Dissenting Target Shares”), shall not be converted into the right to receive Power3 Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as name of the Effective Time into corporation. Notwithstanding the right to receive the Power3 Shares to which such Target Shareholder is entitledforegoing, without interest or dividends thereona dissenting shareholder may withdraw his appraisal demand so long as Alchemy consents thereto. The Company shall give Power3: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3FAILURE BY A SHAREHOLDER TO FOLLOW THE STEPS REQUIRED BY FLORIDA LAW FOR PERFECTING HIS DISSENTER'S RIGHTS WILL RESULT IN THE LOSS OF SUCH RIGHTS.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement agreement to the contrary, any Target Common Shares that are and Target D Preferred Shares, if any, issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that holder who has not voted in favor of the Merger or consented thereto in writing and that who has properly delivered a written notice of demand for appraisal of for such Target Shares shares in accordance with Section 262 the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger DGCL (the “a "Dissenting Target Shares”), Stockholder") shall not be converted into the right to receive Power3 Shares the Common Stock Merger Consideration or the Preferred Stock Merger Consideration, as applicable, as provided in Section 3.1, unless and until such Target Shareholder holder fails to perfect or effectively withdraws or otherwise loses its such holder's right to appraisal and payment under the NGCLDGCL. A Dissenting Stockholder may receive payment of the fair value of the Target Common Shares or the Target D Preferred Shares, as applicable, issued and outstanding immediately prior to the Effective Time and held by such Dissenting Stockholder ("Dissenting Shares") in accordance with the provisions of the DGCL, provided that such Dissenting Stockholder complies with Section 262 of the DGCL. At the Effective Time, all Dissenting Shares shall be cancelled and cease to exist and shall represent only the right to receive the fair value thereof in accordance with the DGCL. If, after the Effective Time, any such Target Shareholder Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses its such Dissenting Stockholder's right to appraisal, such Dissenting Target Stockholder's Dissenting Shares shall thereupon be treated as if they had been converted converted, as of the Effective Time Time, into the right to receive the Power3 Shares to which such Common Stock Merger Consideration or the Preferred Stock Merger Consideration, as applicable. Target Shareholder is entitled, without interest or dividends thereon. The Company shall give Power3: Parent (ia) prompt notice of any notice or written demands for appraisal, withdrawals of demands for appraisal or payment for Target Shares received by and any other instruments served under the CompanyDGCL, and (iib) the opportunity to participate in and direct all negotiations and negotiations, proceedings or settlements with respect to any such demands or noticesfor appraisal under the DGCL. The Company Target shall not, without the prior written consent of Power3, not voluntarily make any payment with respect toto any appraisal demands for appraisal and shall not, except with Parent's prior written consent, settle or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision of this Agreement (a) No person who has validly exercised their dissenters’ rights pursuant to Cayman Law shall be entitled to receive the Applicable Per Share Merger Consideration with respect to the contrary, any Target Dissenting Shares that are issued and outstanding immediately prior to the Effective Time and that are held owned by a Target such Dissenting Shareholder that has not voted in favor of the Merger or consented thereto in writing and that has properly delivered a written notice of demand for appraisal of such Target Shares in accordance with the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target Shares”), shall not be converted into the right to receive Power3 Shares unless and until such Target Dissenting Shareholder fails to perfect shall have effectively withdrawn or effectively withdraws or loses its right to appraisal and payment lost their dissenters’ rights under the NGCLCayman Law. If, after Each Dissenting Shareholder shall be entitled to receive only the Effective Time, any such Target Shareholder fails payment resulting from the procedure set forth in Cayman Law with respect to perfect or effectively withdraws or loses its right to appraisal, the Dissenting Shares owned by such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Power3 Shares to which such Target Shareholder is entitled, without interest or dividends thereonShareholder. The Company shall give Power3: the Purchaser (i) prompt notice of any notice or notices of objection, notices of dissent, written demands for appraisal or payment appraisal, demands for Target Shares fair value, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company, Company relating to any Dissenting Shareholder’s rights of dissent under Cayman Law and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or noticesdemand for appraisal under the Cayman Law. The Company shall not, without except with the prior written consent of Power3Purchaser, voluntarily make any payment with respect to, or settleto any demands for appraisal, offer to settle or otherwise negotiate, settle any such demands or approve any withdrawal of any such demands. Any amounts paid to holders . (b) In the event that any written notices of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made objection to the holder thereof Acquisition Merger are served by any shareholders of the Company pursuant section 238(2) of the Cayman Laws, the Company shall serve written notice of the authorization and approval of this Agreement, the Plan of Acquisition Merger and the Acquisition Merger on such shareholders pursuant to section 238(4) of the NGCL. At Cayman Law within twenty (20) days of obtaining the Effective TimeRequisite Company Vote, provided, that prior to serving any holder of Dissenting Target Shares such notice, the Company shall cease to have any rights consult with the Purchaser with respect thereto except to such notice and shall afford the rights provided by the NGCL or as otherwise provided in this Section 1.3Purchaser a reasonable opportunity to comment thereon.

Dissenters’ Rights. Notwithstanding any provision Any shares of Outstanding StemSource Stock and other capital stock (the "StemSource Shares") that have not been voted for approval of this Agreement and with respect to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are held by which a Target Shareholder that has not voted in favor of the Merger or consented thereto in writing and that has properly delivered a written notice of demand for payment and appraisal of such Target Shares have been properly made in accordance with the NGCL, if California Code and the NGCL provides for appraisal rights for such Target Shares in the Merger DGCL (the “"Dissenting Target Shares”"), shall will not be converted into the right to receive Power3 the Merger Shares unless and until otherwise exchangeable with respect to such Target Shareholder fails to perfect Dissenting Shares at or effectively withdraws or loses its right to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its Time but will be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the California Code and the DGCL. If a holder of Dissenting Shares ("Dissenting Stockholder") withdraws his or her demand for such payment and appraisal or becomes ineligible for such payment and appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted then, as of the Effective Time or the occurrence of such event of withdrawal or ineligibility, whichever last occurs, such holder's Dissenting Shares will cease to be Dissenting Shares and will be converted into the right to receive receive, and will be exchangeable for, the Power3 Merger Shares to into which such Target Shareholder is entitled, without interest or dividends thereonDissenting Shares would have been converted pursuant to Section 2.6(a) hereof. The Company shall StemSource will give Power3: (i) MacroPore and Acquisition Sub prompt notice of any notice or demands demand received by StemSource from a holder of Dissenting Shares for appraisal or payment for Target Shares received by the Companyof Shares, and (ii) MacroPore shall have the opportunity right to participate in and direct in, at its sole expense, all negotiations and proceedings with respect to any such demands or noticesdemand. The Company shall notStemSource agrees that, without except with the prior written consent of Power3MacroPore, or as required under the California Code or the DGCL, it will not voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiateoffer or agree to settle, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3demand for appraisal. Each Dissenting Target ShareStockholder who, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At provisions of the Effective TimeCalifornia Code or the DGCL, any holder becomes entitled to payment of the value of the Dissenting Target Shares shall cease will receive from MacroPore payment therefor but only after the value therefor has been agreed upon or finally determined pursuant to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3such provisions.

Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary, any Target Shares if required by the MBCA (but only to the extent required thereby), shares of Company Common Stock that are issued and outstanding immediately prior to the Company Merger Effective Time and that are held by a Target Company Shareholder that (such Company Shareholder, a “Dissenting Company Shareholder”) who has not voted in favor of the Merger or consented thereto in writing demanded and that has properly delivered a written notice of demand for perfected such holder’s right to appraisal of such Target Shares shares of Company Common Stock in accordance with Part 13 of the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger MBCA (the “Dissenting Target Company Shares”), shall if such Part 13 of the MBCA is determined to be applicable, will not be converted into the right to receive Power3 receive, and the applicable Dissenting Company Shareholder shall have no right to receive, the applicable portion of the Company Merger Consideration, but such holder will be entitled to such rights as afforded under the MBCA with respect to such Dissenting Company Shares unless and until any such Target Dissenting Company Shareholder fails to perfect or effectively withdraws or loses its right rights to appraisal and payment under the NGCLMBCA with respect to such Dissenting Company Shares or a court of competent jurisdiction determines that such Dissenting Company Shareholder is not entitled to the relief provided by Part 13 of the MBCA with respect to such Dissenting Company Shares. At the Company Merger Effective Time, any holder of Dissenting Company Shares shall cease to have any rights with respect thereto, except the rights provided in Part 13 of the MBCA and as provided in the previous sentence. The Company will give SPAC and Holdco (i) reasonably prompt notice of any demands received by the Company for appraisals of shares of Company Common Stock, withdrawals of such demands, and any other instruments received by the Company pursuant to Part 13 of the MBCA and (ii) the opportunity to participate in all negotiations and proceedings with respect to such notices and demands. SPAC shall have the right to direct and control all negotiations and proceedings with respect to any such demands, withdrawals or attempted withdrawals of such demands. The Company shall not, except with the prior written consent of SPAC, make any payment with respect to any demands for appraisal or offer to settle or compromise, or settle or compromise or otherwise negotiate, any such demands, or approve any withdrawal of any such demands, or waive any failure to timely deliver a written demand for appraisal or otherwise to comply with Part 13 of the MBCA, or agree to do any of the foregoing. The Second Surviving Company shall be entitled to retain any of the Company Merger Consideration not paid on account of the Dissenting Company Shares pending resolution of the claims of such holders, and the remaining holders of Company Common Stock shall not be entitled to any portion thereof. If, after the Company Merger Effective Time, any such Target Shareholder holder fails to perfect or effectively withdraws or loses its such appraisal right with respect to appraisalsuch Dissenting Company Shares, such Dissenting Target Company Shares shall will thereupon be treated as if they had been converted as of into and have become exchangeable for, at the Company Merger Effective Time into Time, the right to receive the Power3 Shares to which such Target Shareholder is entitledCompany Merger Consideration, without any interest or dividends thereon. The , the Second Surviving Company shall give Power3: (i) prompt notice remain liable for payment of any notice or demands the Company Merger Consideration for appraisal or payment for Target Shares received by the Companysuch shares of Company Common Stock, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Dissenting Company shall not, without the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in no longer be deemed Dissenting Company Shares under this Section 1.3Agreement.

Dissenters’ Rights. (a) Promptly following receipt of the Stockholder Approval, the Company shall provide each record holder of Shares who shall not have voted in favor of the Merger or consented thereto in writing, with notice of such holder’s appraisal rights pursuant to Section 262 of the DGCL. The Company shall give Parent (i) prompt notice of any demands for appraisal pursuant to Section 262 of the DGCL received by the Company from any Stockholders, withdrawals of such demands and any other demand, notice or instrument delivered to the Company pursuant to the DGCL that relates to such demand and (ii) the opportunity to participate in all negotiations and proceedings with respect to such demands. The Company or, after the Closing, the Representative, shall not, except with the prior written consent of Parent, which shall not be unreasonably withheld, make any payment with respect to, or settle or offer to settle, such demands. No later than ten (10) days following the date on which the Effective Time occurs, Parent and the Surviving Corporation shall provide notice of the Effective Time to each Stockholder who has neither voted in favor of the Merger nor consented thereto in writing and has not withdrawn or lost the right to the appraisal pursuant to Section 262 of the DGCL. (b) Notwithstanding any provision of this Agreement to the contrary, any Target no Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that has not holders who have neither voted in favor of the Merger or nor consented thereto in writing and that has who are entitled to demand, and properly delivered a written notice of demand the right, if any, for appraisal of such Target Shares in accordance with the NGCLprovisions of Section 262 of the DGCL and have not withdrawn or lost such right to appraisal (collectively, if the NGCL provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target Shares”), ) shall not be converted into or represent a right to receive any portion of the Aggregate Merger Consideration for such Shares, and the holder of such Dissenting Shares shall only be entitled to such appraisal rights as are granted by the DGCL. If a holder of Shares who demands appraisal of such Shares under the DGCL shall thereafter effectively withdraw or lose (through failure to perfect or otherwise) the right to receive Power3 Shares unless and until appraisal with respect to such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under the NGCL. IfShares, after the Effective Timethen, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time occurrence of such withdrawal or loss, each such Share shall be deemed to have been converted into and represent only the right to receive receive, in accordance with Sections 2.6 and 2.10, the Power3 portion of the Aggregate Merger Consideration for such Shares to which such Target Shareholder is entitledhereunder, without interest or dividends thereon. The Company shall give Power3: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Companyinterest, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company Share shall not, without the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of no longer be deemed a Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3Share hereunder.

Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary, any Target Shares that are issued and shares of Sunrise Common Stock or Sunrise Series C Stock, outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that holder who has not voted in favor of demanded and perfected the Merger or consented thereto in writing and that has properly delivered a written notice of demand right, if any, for appraisal of such Target Shares those shares in accordance with the NGCL, if provisions of Section 262 of the NGCL provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target Shares”), shall not be converted into the right to receive Power3 Shares unless Delaware Law and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time into has not withdrawn or lost such right to such appraisal ("Dissenting Shares") shall not be converted pursuant to this Article II, but the holder shall only be entitled to such rights as are granted by the Delaware Law. If a holder of shares of Sunrise Common Stock or Sunrise Series C Stock who demands appraisal of those shares under the Delaware Law shall effectively withdraw or lose (through failure to perfect or otherwise) the right to receive appraisal, then, as of the Power3 Effective Time or the occurrence of such event, whichever last occurs, a Stock Election (as defined in Section 2.03(a) hereof) shall be deemed to have been made with respect to such Shares, and such Dissenting Shares shall thus be converted into and represent only the right to which such Target Shareholder is entitledreceive, without interest or dividends thereonpursuant to the terms of Section 2.02 below, EAI Common Stock (and cash in lieu of fractional shares in accordance with Section 2.01(c) hereof), as the case may be. The Company Sunrise shall give Power3: EAI (i) prompt notice of any notice or written demands for appraisal of any shares of Sunrise Common Stock or payment for Target Shares Sunrise Series C Stock, attempted withdrawals of such demands, and any other instruments served pursuant to the Delaware Law and received by the CompanySunrise relating to stockholders' rights of appraisal, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or noticesfor appraisal under the Delaware Law. The Company Sunrise shall not, without except with the prior written consent of Power3EAI, voluntarily make any payment with respect to, or settleto any demands for appraisal, offer to settle or otherwise negotiate, settle any such demands or approve any withdrawal of any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. (a) Notwithstanding any provision of this Agreement to the contrarycontrary and to the extent available under the CBCA, any Target Shares shares of Company Capital Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that has not the Shareholders who shall have neither voted in favor of the Merger or nor consented thereto in writing and that has who shall have demanded properly delivered a written notice of demand in writing dissenter’s rights for appraisal of such Target Shares Company Capital Stock in accordance with the NGCLCBCA and otherwise complied at all times with all of the provisions of the CBCA relevant to the exercise and perfection of dissenters’ rights (collectively, if the NGCL provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target Shares”), ) shall not be converted into into, and the Shareholders shall have no right to receive Power3 Shares receive, the applicable Merger Consideration in accordance with the provisions of Section 3.1, unless and until such Target Shareholder fails to perfect or effectively withdraws or otherwise loses his, her or its right to appraisal dissenter’s rights and payment under the NGCLCBCA. IfAny Shareholder who fails to perfect or who effectively withdraws or otherwise loses his, after her or its dissenter’s rights as to such shares of Company Capital Stock under the CBCA shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Power3 Shares to which such Target Shareholder is entitledapplicable Merger Consideration in accordance with the provisions of Section 3.1, without any interest thereon, upon surrender of the Certificate or dividends thereon. The Certificates that formerly evidenced such shares of Company Capital Stock. (b) Prior to the Closing, the Company shall give Power3: Pxxxxx (i) prompt notice of any notice or demands for appraisal dissenter’s rights received by the Company and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for dissenter’s rights under the CBCA. The Company shall not, except with the prior written consent of Parsec (which consent shall not be unreasonably withheld, conditioned or delayed), make any payment with respect to any demands for Target Shares dissenter’s rights or offer to settle or settle any such demands. (c) The Company shall give Parsec (i) prompt, but within at least five (5) Business Days, written notice of its receipt of any written demands for dissenter’s rights as to any shares of Company Capital Stock, withdrawals of such demands, and any other instruments relating to such demands served pursuant to the CBCA and received by the Company, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for dissenter’s rights under the CBCA or the Laws of any such demands or noticesother applicable jurisdiction. The Company shall not, without except with the prior written consent of Power3Parsec, which consent may be given or withheld in Parsec’s reasonable discretion, or as may be required under applicable Laws, voluntarily make any payment with respect to, to any demands for dissenter’s rights as to Company Class A Shares or settle, offer to settle or otherwise negotiate, settle any such demands or approve any withdrawal of any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision If holders of this Agreement DWWC Common Stock are entitled to dissenters' rights in connection with the contraryMerger under the NYBCL, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are shares of DWWC Common Stock ("Dissenting Shares") held by a Target Shareholder that has persons who have complied with all requirements for perfecting dissenter's rights under the NYBCL ("Dissenting Shareholders") shall not voted in favor of be converted into or represent the right to receive the Merger or consented thereto in writing and that has properly delivered a written notice of demand for appraisal of such Target Shares in accordance with the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target Shares”), Consideration but shall not be converted into the right to receive Power3 such consideration as may be determined to be due with respect to such Dissenting Shares unless pursuant to the NYBCL. DWWC shall give SportsLine prompt notice of any demand received by DWWC to require DWWC to purchase shares of DWWC Common Stock, withdrawals of such demands and until such Target Shareholder fails any instruments served pursuant to perfect or effectively withdraws or loses its the NYBCL and received by DWWC with respect to Dissenting Shares, and SportsLine shall have the right to appraisal participate in all negotiations and proceedings with respect to any such demand. DWWC agrees that, except with the prior written consent of SportsLine, it will not voluntarily make any payment under with respect to, or settle or offer to settle, any such demands. Each Dissenting Shareholder who, pursuant to the NGCLprovisions of the NYBCL, becomes entitled to payment of the fair value of shares of DWWC Common Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any such Target Dissenting Shareholder fails shall effectively withdraw or lose (through failure to perfect or effectively withdraws or loses its right to appraisalotherwise) his dissenter's rights under the NYBCL, such Dissenting Target Shares shall thereupon be treated then, as if they had been converted as of the later of the Effective Time or the occurrence of such event, such Dissenting Shareholder's shares of DWWC Common Stock shall automatically be converted into the right to receive the Power3 Shares Merger Consideration; provided, that at such time SportsLine will deposit into escrow with the Escrow Agent certificates representing ten percent (10%) of the SportsLine Common Stock and cash to which such Target Dissenting Shareholder is would otherwise be entitled, without interest or dividends thereon. The Company shall give Power3: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision of this Agreement anything contained herein to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that has not voted in favor of the Merger or consented thereto in writing and that has properly delivered a written notice of demand for appraisal of such Target Shares in accordance with the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target Shares”), Share shall not be converted into the right to receive Power3 Shares unless its portion of the Closing Merger Consideration, the Non-Contingent Holdback Consideration and until such Target Shareholder fails to perfect or effectively withdraws or loses its Post-Closing Merger Consideration but shall instead be converted into the right to appraisal and receive such consideration as may be determined to be due with respect to any such Dissenting Share pursuant to Section 262 of Delaware Law or Chapter 13 of California Law, as applicable. Each holder of Dissenting Shares who, pursuant to the provisions of Delaware Law or California Law becomes entitled to payment under thereunder for such shares shall receive payment therefor in accordance with Delaware Law or California Law, as applicable (but only after the NGCLvalue therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Share shall lose its status as a Dissenting Share, then any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares share shall thereupon immediately be treated as if they had been converted as of the Effective Time into the right to receive an amount per share of the Power3 Shares Closing Merger Consideration, the Non-Contingent Holdback Consideration and Post-Closing Merger Consideration in accordance with the Liquidation Rights as if such share never had been a Dissenting Share, and Acquiror shall deliver, or cause to which be delivered in accordance with the terms of this Agreement, to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 1.11(b) following the satisfaction of the applicable conditions set forth in Section 1.11(b), its portion of the Closing Merger Consideration, the Non-Contingent Holdback Consideration and Post-Closing Merger Consideration (subject to the terms and conditions of this Agreement, including Section 1.13 and Section 1.17 below), as if such Target Shareholder is entitled, without interest or dividends thereonshare never had been a Dissenting Share. The Company shall give Power3: Acquiror (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law or California Law and received by the Company and (ii) the opportunity right to participate in and direct all negotiations and proceedings with respect to any such demands for appraisal under Delaware Law or noticesCalifornia Law. The Company shall not, without except with the prior written consent of Power3Acquiror, voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, offer any claim or demand in respect of any Dissenting Shares. Notwithstanding the foregoing, to settle the extent that Acquiror, the Surviving Corporation or otherwise negotiatethe Company (i) makes any payment or payments in respect of any shares of Company Capital Stock held by a Company Stockholder who has properly exercised his, her or its dissenters’ rights under the Delaware Law (the “Dissenting Shares”) or (ii) incurs any Damages (including reasonable attorneys’ and consultants’ fees, costs and expenses and including any such demands. Any amounts paid to holders fees, costs and expenses incurred in connection with investigating, defending against or settling any action or proceeding) in respect of any Dissenting Target Shares in an appraisal proceeding ((i) and (ii) together, “Dissenting Share Payments”), Acquiror shall be paid by entitled to recover under the Surviving Company out terms of its own funds and will not be paid, directly or indirectly, by Power3. Each Article VIII hereof the amount of such Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3Share Payments.

Dissenters’ Rights. Notwithstanding any provision Any Dissenting Shares, which as of this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that Date the holder thereof has not voted in favor of the Merger withdrawn or consented thereto in writing and that has properly delivered a written notice of demand for appraisal of lost any right to such Target Shares in accordance with the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target Shares”)appraisal, shall not be converted into Acquiror Common Stock or represent the right to receive shares of Acquiror Common Stock and shall not receive or represent the right to receive any cash in lieu of fractional shares but instead shall be converted into the right to receive Power3 such consideration as may be determined to be due with respect to such Dissenting Shares unless pursuant to Delaware Law. The Target shall give the Acquiror (i) prompt notice of any written demands for appraisal of any shares of Target Common Stock, withdrawals or modifications of such demands, and until any other instruments served pursuant to Delaware Law and received by the Target which relate to any such Target Shareholder fails to perfect or effectively withdraws or loses its right to demand for appraisal and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Closing. Target agrees that, except with the prior written consent of Acquiror, it will not make any payment under with respect to, or settle or offer to settle, any claim, demand or other Liability with respect to any Dissenting Shares. Each holder of Dissenting Shares (a "Dissenting Stockholder") who, pursuant to the NGCLprovisions of Delaware Law, becomes entitled to payment of the fair value for shares of Target Common Stock, shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions) and thereupon such Dissenting Shares shall be canceled, retired and cease to exist. If, after the Effective Time, any such Target Shareholder Dissenting Shares shall lose their status as Dissenting Shares (either because the Dissenting Stockholder withdraws, fails to perfect or effectively withdraws or otherwise loses its the right to appraisal), Acquiror shall issue and deliver, upon surrender by such Dissenting Stockholder of a certificate or certificates representing shares of Target Shares shall thereupon be treated as if they had been converted as Common Stock, the number of the Effective Time into the right to receive the Power3 Shares shares of Acquiror Common Stock to which such Target Shareholder is entitledDissenting Stockholder would otherwise be entitled under Section 1.5(a) and the Certificate of Merger, without interest or dividends thereon. The Company shall give Power3: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares that are shares of ABI Common Stock issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that any holder who (a) has not voted such shares of ABI Common Stock (or consented in writing) in favor of the Merger or consented thereto in writing Merger, (b) is entitled to demand and that has properly delivered a written notice of demand for demands appraisal of such Target Shares shares pursuant to Sections 1300 and 1301 of the CCC and complies in accordance all respects with such sections of the NGCLCCC, if and (c) has not effectively withdrawn or lost the NGCL provides for appraisal rights for such Target Shares in right to demand relief as a dissenting shareholder under the Merger CCC as of the Effective Time (the “Dissenting Target Appraisal Shares”), shall not be converted into the right to receive Power3 the shares of Company Common Stock as provided in Section 3.1(a), but instead such holder of Appraisal Shares unless and until shall only be entitled to payment of the fair value of such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under shares in accordance with the NGCLapplicable provisions in Chapter 13 of the CCC (the “CCC Appraisal Rights”). If, after At the Effective Time, all Appraisal Shares automatically shall be cancelled and shall cease to exist and be outstanding, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the CCC Appraisal Rights. Notwithstanding the foregoing, if any such Target Shareholder fails holder shall fail to perfect or effectively withdraws otherwise shall waive, withdraw or loses its right lose the CCC Appraisal Rights, or a court of competent jurisdiction shall determine that such holder is not entitled to appraisalthe CCC Appraisal Rights, then such Dissenting Target Appraisal Shares shall thereupon be treated as if they had deemed to have been converted as of and to have become at the Effective Time into Time, and shall thereafter represent, only the right the right to receive shares of Company Common Stock (reduced by a number of shares of Company Common Stock equal to the Power3 Shares to which such Target applicable Shareholder is entitled, without interest or dividends thereonPercentage of the Escrow Shares) as provided in Section 3.1(a) and cash in lieu of fractional shares of Company Common Stock as provided in Section 3.2(d). The Company shall give Power3: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company ABI shall not, without the prior written consent of Power3the Company, negotiate with the holders of the Appraisal Shares, voluntarily make any payment with respect to, to any demands regarding appraisals of or settlepayments for Appraisal Shares, offer to settle or otherwise negotiate, settle any such demands or approve any withdrawal of any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares that are shares of Company Common Stock and Company Preferred Stock, if any, issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that holder who has not voted in favor of the Merger or consented thereto in writing and that who has properly delivered a written notice of demand for appraisal of such Target Shares shares in accordance with Section 262 of the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger DGCL (the a “Dissenting Target SharesStockholder”), ) shall not be converted into the right to receive Power3 Shares the Merger consideration, as applicable, provided in Section 3.2 hereof, unless and until such Target Shareholder holder fails to perfect or effectively withdraws or otherwise loses its such holder’s right to appraisal and payment under the NGCLDGCL. A Dissenting Stockholder may receive payment of the fair value of the shares of Company Common Stock or Preferred Stock, as applicable, issued and outstanding immediately prior to the Effective Time and held by such Dissenting Stockholder (“Dissenting Shares”) in accordance with the provisions of the DGCL, provided that such Dissenting Stockholder complies with Section 262 of the DGCL. At the Effective Time, all Dissenting Shares shall be cancelled and cease to exist and shall represent only the right to receive the fair value thereof in accordance with the DGCL. If, after the Effective Time, any such Target Shareholder Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses its such Dissenting Stockholder’s right to appraisal, such Dissenting Target Stockholder’s Dissenting Shares shall thereupon be treated as if they had been converted converted, as of the Effective Time Time, into the right to receive the Power3 Shares to which such Target Shareholder is entitled, without interest or dividends thereonMerger consideration set forth in Section 3.2 hereof. The Company shall give Power3: Acquiror (ia) prompt notice of any notice or written demands for appraisal, withdrawals of demands for appraisal or payment for Target Shares received by and any other instruments served under the Company, DGCL and (iib) the opportunity to participate in and direct all negotiations and negotiations, proceedings or settlements with respect to any such demands or noticesfor appraisal under the DGCL. The Company shall not, without the prior written consent of Power3, not voluntarily make any payment with respect toto any demands for appraisal and shall not, except with Acquiror’s prior written consent, settle or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. (a) No later than ten days following the date on which the Effective Time occurs, the Surviving Corporation shall provide each record holder of Outstanding Shares on the Closing Date who shall not have voted in favor of this Agreement and the Merger or consented thereto in writing, with notice of the approval of the Merger, notice of the Effective Time, and notice of such holder’s appraisal rights pursuant to Section 262 of the DGCL and Sections 1300 et. seq. of the CGCL, together with a copy of Section 262 of the DGCL and Sections 1300 -1304 of the CGCL. (b) Notwithstanding any provision of this Agreement to the contrary, any Target no Outstanding Shares that are issued and outstanding held immediately prior to the Effective Time and that are held by a Target Shareholder that has not holders who have neither voted in favor of the Merger or nor consented thereto in writing and that has properly delivered a written notice of who demand and perfect the right, if any, for appraisal of such Target Outstanding Shares in accordance with the NGCLprovisions of Section 262 of the DGCL or Sections 1300 et. seq. of the CGCL and have not withdrawn or lost such right to appraisal (collectively, if the NGCL provides for appraisal rights for such Target Shares in the Merger (the “Dissenting Target Shares”), ) shall not be converted into or represent a right to receive the Closing Per Share Common Merger Consideration or Closing Per Share Series A Preferred Merger Consideration, as applicable, or any other consideration pursuant to Section 2.6(b), Section 2.6(c) or otherwise, but the holders of such Dissenting Shares shall only be entitled to such appraisal rights as are granted by the DGCL. If a holder of Outstanding Shares who demands appraisal of such Outstanding Shares under the DGCL shall thereafter effectively withdraw or lose (through failure to perfect or otherwise) the right to receive Power3 Shares unless and until appraisal with respect to such Target Shareholder fails Outstanding Shares, then, as of the occurrence of such withdrawal or loss, each such Outstanding Share shall be deemed to perfect or effectively withdraws or loses its right to appraisal and payment under the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had have been converted as of the Effective Time into and represent only the right to receive receive, in accordance with Section 2.6, the Power3 Closing Per Share Common Merger Consideration and other consideration described in Section 2.6(b) in the case of Outstanding Common Shares to which such Target Shareholder is entitledor the Closing Per Share Series A Merger Consideration and other consideration described in Section 2.6(d) in the case of Outstanding Series A Preferred Shares, in each case, without interest or dividends thereon. The Company shall give Power3: (i) prompt notice thereon upon delivery of any notice or demands for appraisal or payment for Target Shares received by the Companya duly completed and validly executed Letter of Transmittal, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall other documents as may be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof required pursuant to the NGCL. At instructions thereto or this Agreement (including the Effective TimeRelease and the Subordination Agreement), any holder and the surrender of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL certificate or as otherwise provided in this Section 1.3certificates representing such Outstanding Shares.

Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary, any Target if required by the DGCL (but only to the extent required thereby), Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a Target Shareholder that holder who has not voted in favor of the Merger or consented thereto in writing demanded and that has properly delivered a written notice of demand for perfected such holder’s right to appraisal of such Target Shares in accordance with Section 262 of the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger DGCL (the “Dissenting Target Shares”), shall ) will not be converted into the right to receive Power3 the Per Share Merger Consideration, but such holder will be entitled to such rights as afforded under the DGCL with respect to such Dissenting Shares unless and until any such Target Shareholder holder fails to perfect or effectively withdraws or loses its right rights to appraisal and payment under the NGCLDGCL with respect to such Dissenting Shares or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 with respect to such Dissenting Shares. The Surviving Corporation shall be entitled to retain any of the Per Share Merger Consideration not paid on account of the Dissenting Shares pending resolution of the claims of such holders, and the remaining holders of Common Stock shall not be entitled to any portion thereof. If, after the Effective Time, any such Target Shareholder holder fails to perfect or effectively withdraws or loses its such appraisal right with respect to appraisalsuch Dissenting Shares, such Dissenting Target Shares shall will thereupon be 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 Power3 Shares to which such Target Shareholder is entitledPer Share Merger Consideration, without any interest or dividends thereon, the Surviving Corporation shall remain liable for payment of the Per Share Merger Consideration for such Shares, and the Surviving Corporation shall promptly provide cash to the Paying Agent for the benefit of the holders of Shares at the Effective Time in an amount equal to the Per Share Merger Consideration multiplied by the number of such Dissenting Shares, and such Dissenting Shares shall no longer be deemed Dissenting Shares under this Agreement. The Company shall give Power3: (i) Parent prompt notice of receiving any notice or written demands for appraisal of Shares, withdrawals or payment for Target Shares received by such demands, or any other instruments served on the CompanyCompany prior to the Effective Time pursuant to Section 262 of the DGCL, and (ii) Parent shall have the opportunity right to participate in and direct control all negotiations and proceedings with respect to any such demands or noticesdemands. The Company shall not, without Except with the prior written consent of Power3Parent or as required by Law, the Company shall not make any payment with respect to, or settle, offer to settle or otherwise negotiatesettle, any such written demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. (a) Notwithstanding any provision of this Agreement to the contrarycontrary and to the extent available under the Companies Act, any Target SPAC Class A Ordinary Shares and SPAC Founders Shares that are issued and outstanding immediately prior to the Initial Merger Effective Time and that are held by a Target Shareholder that has not voted in favor of the Merger or consented thereto Persons who shall have demanded properly in writing dissenters’ rights for such SPAC Class A Ordinary Shares and that has properly delivered a written notice of demand for appraisal of such Target SPAC Founders Shares in accordance with Section 238 of the NGCL, if Companies Act and otherwise complied with all of the NGCL provides for appraisal provisions of the Companies Act relevant to the exercise and perfection of dissenters’ rights for such Target Shares in the Merger (the “Dissenting Target Shares”), shall not be converted into the into, and such SPAC shareholders shall have no right to receive Power3 Shares receive, the applicable SPAC Consideration unless and until such Target Shareholder shareholder fails to perfect or effectively withdraws or otherwise loses his, her or its right to appraisal and payment dissenters’ rights under the NGCLCompanies Act. If, after The SPAC Class A Shares and SPAC Founders Shares owned by any shareholder of the Effective Time, any such Target Shareholder SPAC who fails to perfect or who effectively withdraws or otherwise loses his, her or its right dissenters’ rights pursuant to appraisal, such Dissenting Target Shares the Companies Act shall thereupon be treated as if they had deemed to have been converted into, and to have become exchangeable for, as of the Initial Merger Effective Time into Time, the right to receive the Power3 Shares to which such Target Shareholder is entitledapplicable SPAC Consideration, without any interest or dividends thereon. The Company Prior to the Closing, the SPAC shall give Power3: (i) the Company prompt notice of any notice or demands for appraisal or payment for Target Shares dissenters’ rights received by the Company, SPAC and (ii) any withdrawals of such demands and the opportunity to participate in and direct SPAC shall have complete control over all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without dissenters’ rights (including the prior written consent of Power3, ability to make any payment with respect to, to any exercise by a shareholder of its rights to dissent from the Initial Merger or settle, any demands for appraisal or offer to settle or otherwise negotiate, settle any such demands or approve any withdrawal of any such dissenter rights or demands. Any amounts paid ). (b) Notwithstanding any provision of this Agreement to holders of Dissenting Target the contrary and to the extent available under the Companies Act, Company Capital Shares that are outstanding immediately prior to the Acquisition Merger Effective Time and that are held by Persons who shall have demanded properly in writing dissenters’ rights for such Company Capital Shares in an appraisal proceeding accordance with Section 238 of the Companies Act and otherwise complied with all of the provisions of the Companies Act relevant to the exercise and perfection of dissenters’ rights shall be paid by the Surviving Company out of its own funds and will not be paidconverted into, directly and such Company shareholders shall have no right to receive, the applicable Per Share Merger Consideration unless and until such Company shareholder fails to perfect or indirectlywithdraws or otherwise loses his, her or its right to dissenters’ rights under the Companies Act. The Company Capital Shares owned by Power3. Each Dissenting Target Shareany shareholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, if any, shall be canceled after payment in respect thereof has been made to the holder thereof her or its dissenters’ rights pursuant to the NGCL. At Companies Act shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Acquisition Merger Effective Time, the right to receive the applicable Per Share Merger Consideration, without any holder interest thereon. Prior to the Closing, the Company shall give the SPAC prompt notice of Dissenting Target Shares any demands for dissenters’ rights received by the Company and any withdrawals of such demands and the Company shall cease to have any rights complete control over all negotiations and proceedings with respect thereto except to such dissenters’ rights (including the ability to make any payment with respect to any exercise by a shareholder of its rights provided by to dissent from the NGCL Acquisition Merger or as otherwise provided in this Section 1.3any 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. Notwithstanding any Any provision of this Agreement to the contrarycontrary notwithstanding, any Target if required by the DGCL (but only to the extent required thereby), Shares that are issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) and that are held by a Target Shareholder that has holders of such Shares who have not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and that has who are entitled to demand and who have properly delivered a written notice of demand for exercised appraisal of such Target Shares rights with respect thereto in accordance with with, and who have complied with, Section 262 of the NGCL, if the NGCL provides for appraisal rights for such Target Shares in the Merger DGCL (the “Dissenting Target Shares”), shall ) will not be converted into the right to receive Power3 the Merger Consideration, but instead holders of such Dissenting Shares will be entitled to receive payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL unless and until any such Target Shareholder holder fails to perfect or effectively withdraws or loses its right rights to appraisal and payment under the NGCLDGCL. If, after the Effective Time, any such Target Shareholder holder of Dissenting Shares fails to perfect or effectively withdraws or loses its right to appraisalsuch right, such Dissenting Target Shares shall will thereupon be 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 Power3 Shares to which such Target Shareholder is entitledMerger Consideration, without any interest or dividends thereon. The Company shall give Power3: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Power3, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out Corporation shall remain liable for payment of its own funds and will not be paid, directly or indirectly, by Power3. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to the NGCLMerger Consideration for such Shares. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto thereto, except the rights provided in Section 262 of the DGCL and as provided in the previous sentence. The Company will give Parent (i) prompt written notice of any demands received by the NGCL Company for appraisals of 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 and (ii) the opportunity to participate in all negotiations and proceedings with respect to such notices and demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal or as otherwise provided in this Section 1.3settle, or offer or agree to settle, any such demands.