Common use of Dissenters’ Rights Clause in Contracts

Dissenters’ Rights. No Person who has validly exercised their dissenters’ rights in respect of the Reincorporation Merger pursuant to section 238 of the Cayman Companies Act (each a “Parent Dissenting Shareholder”) shall be entitled to receive the securities of Purchaser in accordance with Section 2.6(a) and (b), as applicable with respect to the shares of Parent owned by such Person (“Parent Dissenting Shares”) unless and until such Person shall have effectively withdrawn or lost such Person’s dissenters’ rights under the Cayman Companies Act. Each Parent Dissenting Shareholder shall be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Act with respect to the Parent Dissenting Shares owned by such Parent Dissenting Shareholder. If any Parent shareholder gives to Parent, before the Required Parent Shareholder Approval is obtained at the Parent Special Meeting, written objection to the Reincorporation Merger (each, an “RC Written Objection”) in accordance with Section 238(2) of the Cayman Companies Act: (i) the Parent shall, in accordance with Section 238(4) of the Cayman Companies Act, promptly give written notice of the authorization of the Reincorporation Merger (the “RC Authorization Notice”) to each such Parent shareholder who has made a RC Written Objection, and (ii) unless the Parent and the Company elect by agreement in writing to waive this Section 2.11, no party shall be obligated to commence the Reincorporation Merger, and the CRPM shall not be filed with the Registrar of Companies of the Cayman Islands, until at least twenty (20) days shall have elapsed since the date on which the RC 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, as referred to in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction or waiver of all of the conditions set forth in Section 10.1, Section 10.2 and Section 10.3.

Dissenters’ Rights. No Person who has validly exercised their dissenters’ rights in respect of the Reincorporation Merger pursuant to section 238 of the Cayman Companies Act (each a “Parent SPAC Dissenting ShareholderShareholders”) shall be entitled to receive the securities of Purchaser PubCo Ordinary Shares in accordance with Section 2.6(a3.4(a) and (b), as applicable with respect to the shares of Parent SPAC Ordinary Shares owned by such Person (“Parent SPAC Dissenting Shares”) unless and until such Person shall have effectively withdrawn withdrawn, waived or lost such Person’s dissenters’ rights under the Cayman Companies Act. Each Parent SPAC Dissenting Shareholder shall be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Act with respect to the Parent SPAC Dissenting Shares owned by such Parent SPAC Dissenting Shareholder, and the SPAC Dissenting Shares shall be cancelled and cease to exist at the Merger Effective Time. For the avoidance of doubt, all SPAC Dissenting Shares held by a SPAC Dissenting Shareholder who shall have not exercised or who effectively shall have withdrawn or lost his/her/its dissenter rights under Section 238 of the Cayman Companies Act shall thereupon not be SPAC Dissenting Shares and shall be cancelled and cease to exist at the Merger Effective Time, in exchange for the right to receive PubCo Ordinary Shares in accordance with Section 3.4(b) If any Parent shareholder of SPAC gives to Parentthe SPAC, before the Required Parent SPAC Shareholder Approval is obtained at the Parent Special SPAC Shareholders’ Meeting, written objection to the Reincorporation Merger (each, an “RC Written Objection”) in accordance with Section 238(2) of the Cayman Companies Act: (i) the Parent , SPAC shall, in accordance with Section 238(4) of the Cayman Companies Act, promptly give written notice of the authorization of the Reincorporation Merger (the “RC Authorization Notice”) to each such Parent SPAC shareholder who has made a RC Written Objection, and (ii) unless the Parent and the Company elect by agreement in writing to waive this Section 2.11, no party shall be obligated to commence the Reincorporation Merger, and the CRPM shall not be filed with the Registrar of Companies of the Cayman Islands, until at least twenty (20) days shall have elapsed since the date on which the RC 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, as referred to in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction or waiver of all of the conditions set forth in Section 10.1, Section 10.2 and Section 10.3.

Dissenters’ Rights. No Person who has validly exercised their dissenters’ (i) Any shares of issued and outstanding NPCC Common Stock that are held by a shareholder that properly prefects its rights to dissent to the Merger in respect accordance with Section 10-19.1-87 through -88 of the Reincorporation Merger pursuant to section 238 of the Cayman Companies Act NDBCA (each a any such shares, “Parent Dissenting ShareholderShares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but instead such shareholder shall be entitled to payment of the fair value of such Dissenting Shares, which NPCC has determined to be $1.19 per share, based on the book value of NPCC as of December 31, 2016. A shareholder shall perfect its right to dissent by (A) delivering to NPCC, prior to the NPCC Meeting, written notice of such shareholder’s intent to dissent to the Merger (a “Notice of Dissent”), (B) not voting in favor of the Merger, (C) if the Merger is approved at the NPCC Meeting, delivering to NPCC any certificated Dissenting Shares held by such shareholder, along with written demand for payment of the fair value of the Dissenting Shares within thirty (30) days’ after such shareholder’s receipt of written notice from NPCC setting forth the address to which the shareholder’s certificates and payment demand must be sent (the “Demand Period”), and (D) otherwise complying with the provisions of Section 10-19.1-88 of the NDBCA. (ii) Any Dissenting Shares with respect to which dissenter’s rights have been perfected as of the Effective Date, and any Dissenting Shares with respect to which dissenter’s rights are perfected following the Effective Date, shall, as of the Effective Date or the date such dissenter’s rights are perfected, as applicable, 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 securities fair value of Purchaser such Dissenting Shares in accordance with Section 2.6(a10-19.1-87 through -88 of the NDBCA (iii) Shares of NPCC Common Stock held by a shareholder that has delivered a Notice of Dissent but fails to perfect its dissenter’s rights or effectively withdraws or loses such right to dissent and (b)demand payment shall, upon expiration of the Demand Period or earlier withdrawal of payment demand, thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as applicable with respect to the shares of Parent owned by such Person (“Parent Dissenting Shares”) unless and until such Person shall have effectively withdrawn or lost such Person’s dissenters’ rights under the Cayman Companies Act. Each Parent Dissenting Shareholder shall be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Act with respect to Effective Date, the Parent Dissenting Shares owned by Merger Consideration for each such Parent Dissenting Shareholder. If any Parent shareholder gives to Parent, before the Required Parent Shareholder Approval is obtained at the Parent Special Meeting, written objection to the Reincorporation Merger (each, an “RC Written Objection”) in accordance with Section 238(2) share of the Cayman Companies Act: (i) the Parent shallNPCC Common Stock, in accordance with Section 238(42.1(a), without any interest thereon. (iv) of the Cayman Companies Act, promptly NPCC shall give written USAC (i) prompt notice of all written demands to exercise dissenter’s rights in respect of any shares of NPCC Common Stock (including all Notices of Dissent received prior to the authorization NPCC Meeting), attempted withdrawals of such demands and any other instruments served under the Reincorporation Merger (the “RC Authorization Notice”) NDBCA and received by NPCC relating to each such Parent shareholder who has made a RC Written Objection, and shareholders’ dissenter’s rights and (ii) unless the Parent opportunity to participate in and direct all negotiations and proceedings with respect to demands for fair value under the Company elect by agreement in writing NDBCA. NPCC shall not, except with USAC’s prior written consent, voluntarily make any payment with respect to, or settle, or offer or agree to waive this Section 2.11settle, no party shall be obligated to commence the Reincorporation Merger, and the CRPM shall not be filed with the Registrar of Companies of the Cayman Islands, until at least twenty (20) days shall have elapsed since the date on which the RC Authorization Notice is given (being the period allowed any such demand for written notice of an election to dissent under Section 238(5) of the Cayman Companies Act, as referred to in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction or waiver of all of the conditions set forth in Section 10.1, Section 10.2 and Section 10.3payment.

Dissenters’ Rights. No Person who has validly exercised Under Maryland law, shareholders may not demand the fair value of their dissenters’ rights shares from the successor company in respect a transaction involving the transfer of the Reincorporation Merger pursuant to section 238 corporation's assets and are, therefore, bound by the terms of the Cayman Companies transaction if the stock is that of an open-end investment company registered with the SEC under the 1940 Act (each and the value placed on the stock in the transaction is its net asset value. Neither Delaware law nor the AIMF Declaration confer upon shareholders rights of appraisal or dissenters' rights. AMENDMENTS TO ORGANIZATION DOCUMENTS IIFI has the right to amend, alter, change or repeal any provision xxxxained in the IIFI Articles of Incorporation in the manner prescribed by statute, including any amendment that alters the contract rights, as expressly set forth in the IIFI Articles of Incorporation, of any outstanding stock, and all rights conferred on shareholders are granted subject to this reservation. The IIFI Board may approve amendments to the IIFI Articles of Incorporation to classify or reclassify unissued shares of a “Parent Dissenting Shareholder”) shall class of stock without shareholder approval. Other amendments to the IIFI Articles of Incorporation may be adopted if approved by the affirmative vote of a majority of all the votes entitled to receive be cast on the securities of Purchaser in accordance matter. The directors have the power to alter, amend or repeal the IIFI Bylaws or adopt new bylaws at any time. Consistent with Section 2.6(a) and (b)Delaware law, as applicable with respect the AIMF Board may, without shareholder approval, amend the AIMF Declaration at any time, except to eliminate any voting rights pertaining to the shares of Parent owned by such Person (“Parent Dissenting Shares”) unless and until such Person shall have effectively withdrawn or lost such Person’s dissenters’ rights under the Cayman Companies Act. Each Parent Dissenting Shareholder shall be entitled to receive only the payment resulting from the procedure in section 238 AIMF, without 40 approval of the Cayman Companies Act with respect to the Parent Dissenting Shares owned by such Parent Dissenting Shareholder. If any Parent shareholder gives to Parent, before the Required Parent Shareholder Approval is obtained at the Parent Special Meeting, written objection to the Reincorporation Merger (each, an “RC Written Objection”) in accordance with Section 238(2) majority of the Cayman Companies Act: (i) shares of AIMF. The trustees have the Parent shallpower to alter, in accordance with Section 238(4) amend or repeal the AIMF Bylaws or adopt new bylaws at any time. The foregoing discussion is only a summary of certain differences between and among the Cayman Companies ActIIFI Articles of Incorporation, promptly give written notice of the authorization of the Reincorporation Merger (the “RC Authorization Notice”) to each such Parent shareholder who has made a RC Written Objection, and (ii) unless the Parent IIFI Bylaws and the Company elect by agreement in writing to waive this Section 2.11, no party shall be obligated to commence the Reincorporation MergerMaryland law, and the CRPM shall AIMF Declaration, AIMF Bylaws and Delaware law. It is not be filed with the Registrar of Companies a complete list of the Cayman Islands, until at least twenty (20) days shall have elapsed since differences. Shareholders should refer to the date on which the RC Authorization Notice is given (being the period allowed for written notice of an election to dissent under Section 238(5) provisions of the Cayman Companies Act, as referred to in Section 239(1) governing documents of IIFI and AIMF and state law directly for a more thorough comparison. Copies of the Cayman Companies Act)IIFI Articles of Incorporation and IIFI Bylaws, but in any event subject and of the AIMF Declaration and AIMF Bylaws are available to shareholders without charge upon written request to IIFI. THE BOARD'S RECOMMENDATION ON PROPOSAL 5 Your Board, including the independent directors, unanimously recommends that you vote "FOR" this Proposal. PROPOSAL 6 -- APPROVAL OF THE IMSFI PLAN TO REDOMESTICATE INVESCO MANAGER SERIES FUNDS, INC. AS A DELAWARE STATUTORY TRUST WHICH FUNDS' SHAREHOLDERS WILL VOTE ON PROPOSAL 6? Proposal 6 applies only to the satisfaction or waiver shareholders of all of the conditions set forth in Section 10.1, Section 10.2 and Section 10.3INVESCO Multi-Sector Fund.

Dissenters’ Rights. No Person who has validly exercised their dissenters’ rights in respect (a) Notwithstanding any provision of this Agreement to the contrary, to the extent that the right to demand payment of fair value of the Reincorporation CPA14 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 section 238 the MGCL; provided, however, that each share of CPA14 Common Stock outstanding immediately prior to the Effective Time and held by a Dissenting 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 Cayman Companies Act (each a “Parent Dissenting Shareholder”) shall be entitled Effective Time into the right to receive the securities Merger Consideration, in the form of Purchaser Holdings Common Stock, without 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 CPA16 Common Stock in accordance connection with the Alternate Merger is available under the MGCL, any outstanding shares of CPA16 held by a record holder or beneficial owner of shares of CPA16 Common Stock who is entitled to demand and receive payment of the fair value of such holder’s shares pursuant to Section 2.6(a3-202 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 CPA16 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 CPA16 Stockholder pursuant to the MGCL; provided, however, that each share of CPA16 Common Stock outstanding immediately prior to the Effective Time and held by a CPA16 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) CPA14 shall give CPA16 (i) prompt notice of any demands for payment of fair value pursuant to the applicable provisions of the MGCL received by CPA14, attempted withdrawals of such demands, and any other instruments served pursuant to the MGCL and received by CPA14 relating to rights of appraisal and (b), as applicable ii) the opportunity to participate in and direct the conduct of all negotiations and proceedings with respect to the shares demands for payment of Parent owned by such Person (“Parent Dissenting Shares”) unless and until such Person shall have effectively withdrawn or lost such Person’s dissenters’ rights fair value under the Cayman Companies ActMGCL. Each Parent Dissenting Shareholder CPA14 shall be entitled to receive only not, except with the prior written consent of CPA16, make any payment resulting from the procedure in section 238 of the Cayman Companies Act with respect to the Parent Dissenting Shares owned by any such Parent Dissenting Shareholderdemands for payment of fair value, or settle, or offer to settle, or otherwise negotiate any such demands for payment of fair value. If CPA16 will be responsible for any Parent shareholder gives payment with respect to Parent, before the Required Parent Shareholder Approval is obtained at the Parent Special Meeting, written objection to the Reincorporation Merger (each, an “RC Written Objection”) in accordance with Section 238(2) any such demands for payment of the Cayman Companies Act: (i) the Parent shall, in accordance with Section 238(4) of the Cayman Companies Act, promptly give written notice of the authorization of the Reincorporation Merger (the “RC Authorization Notice”) to each such Parent shareholder fair value from CPA16 Stockholders who has made a RC Written Objection, and (ii) unless the Parent and the Company elect by agreement in writing to waive this Section 2.11, no party shall be obligated to commence the Reincorporation Merger, and the CRPM shall not be filed comply with the Registrar of Companies of the Cayman Islands, until at least twenty (20) days shall have elapsed since the date on which the RC 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, as referred to provisions in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction or waiver of all of the conditions set forth in Section 10.1, Section 10.2 and Section 10.3this Section.

Dissenters’ Rights. No Person who has validly exercised Under Maryland law, shareholders may not demand the fair value of their dissenters’ rights shares from the successor company in respect a transaction involving the transfer of the Reincorporation Merger pursuant to section 238 corporation's assets and are, therefore, bound by the terms of the Cayman Companies transaction if the stock is that of an open-end investment company registered with the SEC under the 1940 Act (each and the value placed on the stock in the transaction is its net asset value. Neither Delaware law nor the ATST Declaration confer upon shareholders rights of appraisal or dissenters' rights. AMENDMENTS TO ORGANIZATION DOCUMENTS IMMFI has the right to amend, alter, change or repeal any provision contained in the IMMFI Articles of Incorporation in the manner prescribed by statute, including any amendment that alters the contract rights, as expressly set forth in the IMMFI Articles of Incorporation, of any outstanding stock, and all rights conferred on shareholders are granted subject to this reservation. The IMMFI Board may approve amendments to the IMMFI Articles of Incorporation to classify or reclassify unissued shares of a “Parent Dissenting Shareholder”) shall class of stock without shareholder approval. Other amendments to the IMMFI Articles of Incorporation may be adopted if approved by the affirmative vote of a majority of all the votes entitled to receive be cast on the securities of Purchaser in accordance matter. The directors have the power to alter, amend or repeal the IMMFI Bylaws or adopt new bylaws at any time. Consistent with Section 2.6(a) and (b)Delaware law, as applicable with respect the ATST Board may, without shareholder approval, amend the ATST Declaration at any time, except to eliminate any voting rights pertaining to the shares of Parent owned by such Person (“Parent Dissenting Shares”) unless and until such Person shall have effectively withdrawn or lost such Person’s dissenters’ rights under the Cayman Companies Act. Each Parent Dissenting Shareholder shall be entitled to receive only the payment resulting from the procedure in section 238 ATST, without approval of the Cayman Companies Act with respect to the Parent Dissenting Shares owned by such Parent Dissenting Shareholder. If any Parent shareholder gives to Parent, before the Required Parent Shareholder Approval is obtained at the Parent Special Meeting, written objection to the Reincorporation Merger (each, an “RC Written Objection”) in accordance with Section 238(2) majority of the Cayman Companies Act: (i) shares of ATST. The trustees have the Parent shallpower to alter, in accordance with Section 238(4) amend or repeal the ATST Bylaws or adopt new bylaws at any time. The foregoing discussion is only a summary of certain differences between and among the Cayman Companies ActIMMFI Articles of Incorporation, promptly give written notice of the authorization of the Reincorporation Merger (the “RC Authorization Notice”) to each such Parent shareholder who has made a RC Written Objection, and (ii) unless the Parent IMMFI Bylaws and the Company elect by agreement in writing to waive this Section 2.11, no party shall be obligated to commence the Reincorporation MergerMaryland law, and the CRPM shall ATST Declaration, ATST Bylaws and Delaware law. It is not be filed with the Registrar of Companies a complete list of the Cayman Islands, until at least twenty (20) days shall have elapsed since differences. Shareholders should refer to the date on which the RC Authorization Notice is given (being the period allowed for written notice of an election to dissent under Section 238(5) provisions of the Cayman Companies Act, as referred to in Section 239(1) governing documents of IMMFI and ATST and state law directly for a more thorough comparison. Copies of the Cayman Companies Act)IMMFI Articles of Incorporation and IMMFI Bylaws, but in any event subject to the satisfaction or waiver of all and of the conditions set forth in Section 10.1ATST Declaration and ATST Bylaws are available to shareholders without charge upon written request to IMMFI. THE BOARD'S RECOMMENDATION ON PROPOSAL 7 Your Board, Section 10.2 and Section 10.3including the independent directors, unanimously recommends that you vote "FOR" this Proposal.

Dissenters’ Rights. No Person who has validly exercised their dissenters’ rights (a) Notwithstanding anything in respect of the Reincorporation Merger pursuant to section 238 of the Cayman Companies Act (each a “Parent Dissenting Shareholder”) shall be entitled to receive the securities of Purchaser in accordance with Section 2.6(a) and (b), as applicable with respect this Agreement to the contrary, any shares of Parent owned by such Person Company Common Stock (“Parent Dissenting Shares”) unless which are issued and until outstanding immediately prior to the Effective Time and which are held by stockholders of the Company who have filed with the Company, before the taking of the vote of the stockholders of the Company to adopt and approve this Agreement, written objections to such Person approval stating their intention to demand payment for such shares of Company Common Stock if the Merger is consummated, and who have not voted such shares of Company Common Stock in favor of the adoption and approval of this Agreement and have otherwise complied in all respects with the applicable provisions of Sections 92A.300 through 92A.500 of the NRS (the “Dissenters’ Rights Provisions”), will not be converted as described in Section 2.1, but will thereafter constitute only the right to receive payment of the fair value of such shares of Company Common Stock in accordance with the Dissenters’ Rights Provisions; provided, however, that all shares of Company Common Stock held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Person’s shares of Company Common Stock under the Dissenters’ Rights Provisions shall thereupon be deemed to have been canceled and retired and to have been converted, as of the Effective Time, into the right to receive the Merger Consideration, without interest, in the manner provided in Section 2.2. Persons who have perfected statutory rights with respect to Dissenting Shares as aforesaid will not be paid the Merger Consideration by the Surviving Entity as provided in this Agreement and will have only such rights as are provided by the Dissenters’ Rights Provisions with respect to such Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, if Parent, MergerCo or the Company abandon or are finally enjoined or prevented from carrying out, or the stockholders rescind their adoption and approval of, this Agreement, the right of each holder of Dissenting Shares to receive the fair value of such Dissenting Shares in accordance with the Dissenters’ Rights Provisions will terminate, effective as of the time of such abandonment, injunction, prevention or rescission. The Company shall give Parent and MergerCo prompt notice of any demands received by the Company for the exercise of dissenters’ rights under the Cayman Companies Act. Each Parent Dissenting Shareholder shall be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Act with respect to shares of Company Common Stock and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent Dissenting Shares owned by such Parent Dissenting Shareholder. If any Parent shareholder gives to Parent, before the Required Parent Shareholder Approval is obtained at the Parent Special Meeting, written objection to the Reincorporation Merger (each, an “RC Written Objection”) in accordance with Section 238(2) of the Cayman Companies Act: (i) the Parent shall, in accordance with Section 238(4) of the Cayman Companies Act, promptly give written notice of the authorization of the Reincorporation Merger (the “RC Authorization Notice”) to each such Parent shareholder who has made a RC Written Objection, and (ii) unless the Parent and the Company elect by agreement in writing to waive this Section 2.11, no party shall be obligated to commence the Reincorporation Merger, and the CRPM which shall not be filed unreasonably withheld), make any payment with respect to, or settle or offer to settle, any such demands. (b) Each dissenting stockholder who becomes entitled under the Registrar of Companies of Dissenters’ Rights Provisions to payment for Dissenting Shares shall receive payment therefor after the Cayman Islands, until at least twenty Effective Time from the Surviving Entity (20) days but only after the amount thereof shall have elapsed since been agreed upon or finally determined pursuant to the date on which the RC 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, as referred to in Section 239(1) of the Cayman Companies ActDissenters’ Rights Provisions), but in any event subject to the satisfaction or waiver and such shares of all of the conditions set forth in Section 10.1, Section 10.2 and Section 10.3Company Common Stock shall be canceled.

Dissenters’ Rights. No Person who has validly exercised Under Maryland law, shareholders may not demand the fair value of their dissenters’ rights shares from the successor company in respect a transaction involving the transfer of the Reincorporation Merger pursuant to section 238 corporation's assets and are, therefore, bound by the terms of the Cayman Companies transaction if the stock is that of an open-end investment company registered with the SEC under the 1940 Act (each and the value placed on the stock in the transaction is its net asset value. Neither Delaware law nor the ACST Declaration confer upon shareholders rights of appraisal or dissenters' rights. AMENDMENTS TO ORGANIZATION DOCUMENTS IMSFI has the right to amend, alter, change or repeal any provision contained in the IMSFI Articles of Incorporation in the manner prescribed by statute, including any amendment that alters the contract rights, as expressly set forth in the IMSFI Articles of Incorporation, of any outstanding stock, and all rights conferred on shareholders are granted subject to this reservation. The IMSFI Board may approve amendments to the IMSFI Articles of Incorporation to classify or reclassify unissued shares of a “Parent Dissenting Shareholder”) shall class of stock without shareholder approval. Other amendments to the IMSFI Articles of Incorporation may be adopted if approved by the affirmative vote of a majority of all the votes entitled to receive be cast on the securities of Purchaser in accordance matter. The directors have the power to alter, amend or repeal the IMSFI Bylaws or adopt new bylaws at any time. Consistent with Section 2.6(a) and (b)Delaware law, as applicable with respect the ACST Board may, without shareholder approval, amend the ACST Declaration at any time, except to eliminate any voting rights pertaining to the shares of Parent owned by such Person ACST, without approval of the majority of the shares of ACST. The trustees have the power to alter, amend or repeal the ACST Bylaws or adopt new bylaws at any time. The foregoing discussion is only a summary of certain differences between and among the IMSFI Articles of Incorporation, the IMSFI Bylaws and Maryland law, and the ACST Declaration, ACST Bylaws and Delaware law. It is not a complete list of the differences. Shareholders should refer to the provisions of the governing documents of IMSFI and ACST and state law directly for a more thorough comparison. Copies of the IMSFI Articles of Incorporation and IMSFI Bylaws, and of the ACST Declaration and ACST Bylaws are available to shareholders without charge upon written request to IMSFI. THE BOARD'S RECOMMENDATION ON PROPOSAL 6 Your Board, including the independent directors, unanimously recommends that you vote "FOR" this Proposal. PROPOSAL 7 -- APPROVAL OF THE IMMFI PLAN TO REDOMESTICATE INVESCO MONEY MARKET FUNDS, INC. AS A DELAWARE STATUTORY TRUST WHICH FUNDS' SHAREHOLDERS WILL VOTE ON PROPOSAL 7? Proposal 7 applies only to the shareholders of INVESCO U.S. Government Money Fund. BACKGROUND INVESCO Money Market Funds, Inc. (“Parent Dissenting Shares”"IMMFI") unless and until such Person shall have effectively withdrawn or lost such Person’s dissenters’ rights currently is organized as a Maryland corporation. AMVESCAP has identified each series portfolio of IMMFI as appropriate to be redomesticated as a new series portfolio of AIM Treasurer's Series Trust ("ATST"), a newly created open-end management investment company organized as a statutory trust under the Cayman Companies Delaware Statutory Trust Act. Each Parent Dissenting Shareholder shall be entitled to receive only The Board of Directors of INVESCO Treasurer's Series Funds, Inc. ("ITSFI"), an open-end management investment company organized as a Maryland corporation, currently is soliciting the payment resulting from the procedure in section 238 proxies of the Cayman Companies Act with respect shareholders of ITSFI's three existing series portfolios to vote on the Parent Dissenting Shares owned by such Parent Dissenting Shareholder. If any Parent shareholder gives conversion of these three existing series portfolios to Parent, before the Required Parent Shareholder Approval is obtained at the Parent Special Meeting, written objection to the Reincorporation Merger three corresponding new series portfolios of ATST (each, an “RC Written Objection”"ITSFI Fund"). Currently, the sole shareholder of the ITSFI Funds is ITSFI and the sole shareholder of the New Funds (as defined below) in accordance with Section 238(2is IMMFI. IMMFI's Board of Directors (the "IMMFI Board") has approved the IMMFI Plan, which provides for a series of transactions to convert each of INVESCO U.S. Government Money Fund, INVESCO Cash Reserves Fund and INVESCO Tax-Free Money Fund (each, a "Current Fund") to a corresponding series (a "New Fund") of ATST. Under the Cayman Companies Act: (i) IMMFI Plan, each Current Fund will transfer all of its assets to a corresponding New Fund in exchange solely for voting shares of beneficial interest in the Parent shall, in accordance with Section 238(4) of the Cayman Companies Act, promptly give written notice of the authorization of the Reincorporation Merger (the “RC Authorization Notice”) to each such Parent shareholder who has made a RC Written Objection, and (ii) unless the Parent New Fund and the Company elect by agreement in writing to waive this Section 2.11, no party shall be obligated to commence the Reincorporation Merger, and the CRPM shall not be filed with the Registrar of Companies of the Cayman Islands, until at least twenty (20) days shall have elapsed since the date on which the RC 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, as referred to in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction or waiver New Fund's assumption of all of the conditions Current Fund's liabilities (collectively, the "IMMFI Redomestication"). A form of the IMMFI Plan relating to the proposed IMMFI Redomestication is set forth in Section 10.1Appendix III. If Proposal 7 is not approved by the IMMFI shareholders, Section 10.2 IMMFI will continue to operate as a Maryland corporation. Approval of the IMMFI Plan requires the affirmative vote of a majority of the issued and Section 10.3outstanding shares of IMMFI. The IMMFI Board is soliciting the proxies of the shareholders of INVESCO U.S. Government Money Fund to vote on the IMMFI Plan with this Proxy Statement. The IMMFI Board is soliciting the proxies of the shareholders of INVESCO Cash Reserves Fund and INVESCO Tax-Free Money Fund to vote on the IMMFI Plan with a separate proxy statement. The IMMFI Redomestication is being proposed primarily to provide IMMFI with greater flexibility in conducting its business operations. The operations of each New Fund following the IMMFI Redomestication will be substantially similar to those of its predecessor Current Fund. As described below, ATST's Declaration of Trust (the "ATST Declaration") differs from IMMFI's Articles of Incorporation and the amendments thereto (the "IMMFI Articles of Incorporation") in certain respects that are expected to improve IMMFI's and each Current Fund's operations. ATST, like IMMFI, will operate as an open-end management investment company registered with the SEC under the 1940 Act.

Dissenters’ Rights. No Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any Person who has validly exercised their dissenters’ rights in respect is entitled to demand and properly demands appraisal of such shares pursuant to Section 262 of the Reincorporation Merger pursuant to section 238 DGCL (the “Dissenters’ Rights Statute”) who did not vote in favor of the Cayman Companies Act Merger or consent thereto in writing and who complies in all other respects with the Dissenters’ Rights Statute (each a such shares, “Parent Dissenting ShareholderDissent Shares”) shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 3.1(c), but the holders of Dissent Shares shall instead be entitled to receive payment of the securities fair value of Purchaser such Dissent Shares in accordance with the Dissenters’ Rights Statute; provided, however, that if any such holder shall fail to perfect or otherwise shall validly waive, withdraw or lose the right to receive payment of the fair value of such Dissent Shares under the Dissenters’ Rights Statute, then the right of such holder to be paid the fair value of such holder’s Dissent Shares shall cease and such Dissent Shares shall be deemed to have been converted at the Effective Time into, and to have become exchangeable solely for, the right to receive the Per Share Merger Consideration, without interest, as provided in Section 3.1(c). At the Effective Time, all Dissent 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 Dissent Shares shall cease to have any rights with respect thereto, except the right to receive either payment of the fair value of such Dissent 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 2.6(a3.2(b) (without interest). The Company shall give prompt notice to Parent of any written demands and (b)any other instruments served pursuant to the Dissenters’ Rights Statute received by the Company relating to rights of appraisal under the Dissenters’ Rights Statute, as applicable and Parent shall have the right to control all negotiations and proceedings with respect to such demands. Except with the shares prior written consent of Parent owned by Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such Person (“Parent Dissenting Shares”) unless and until such Person shall have effectively withdrawn demands or lost such Person’s dissenters’ rights under agree to do any of the Cayman Companies Actforegoing. Each Parent Dissenting Shareholder shall be holder of Dissent Shares who becomes entitled to payment for such shares pursuant to the Dissenters’ Rights Statute shall receive only the payment resulting therefor from the procedure in section 238 of the Cayman Companies Act with respect to the Parent Dissenting Shares owned by such Parent Dissenting Shareholder. If any Parent shareholder gives to Parent, before the Required Parent Shareholder Approval is obtained at the Parent Special Meeting, written objection to the Reincorporation Merger (each, an “RC Written Objection”) Surviving Corporation in accordance with Section 238(2) of the Cayman Companies Act: (i) the Parent shall, in accordance with Section 238(4) of the Cayman Companies Act, promptly give written notice of the authorization of the Reincorporation Merger (the “RC Authorization Notice”) to each such Parent shareholder who has made a RC Written Objection, and (ii) unless the Parent and the Company elect by agreement in writing to waive this Section 2.11, no party shall be obligated to commence the Reincorporation Merger, and the CRPM shall not be filed with the Registrar of Companies of the Cayman Islands, until at least twenty (20) days shall have elapsed since the date on which the RC 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, as referred to in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction or waiver of all of the conditions set forth in Section 10.1, Section 10.2 and Section 10.3Dissenters’ Rights Statute.

Dissenters’ Rights. (a) No Person person who has validly exercised their dissenters’ rights in respect of the Reincorporation Merger pursuant to section 238 of the Cayman Companies Act (each a “Parent Dissenting Shareholder”) shall be entitled to receive the securities of Purchaser in accordance with Section 2.6(a) and (b), as applicable Per Share Merger Consideration with respect to the shares of Parent Company Dissenting Shares owned by such Person (“Parent Company Dissenting Shares”) Shareholder unless and until such Person Company Dissenting Shareholder shall have effectively withdrawn or lost such Person’s their dissenters’ rights under the Cayman Companies Act. Each Parent Company Dissenting Shareholder shall be entitled to receive only the payment resulting from the procedure set forth in section 238 of the Cayman Companies Act with respect to the Parent Company Dissenting Shares owned by such Parent Company Dissenting Shareholder. If The Company shall give SPAC (i) prompt notice of any Parent shareholder gives to Parentnotices of objection, before the Required Parent Shareholder Approval is obtained at the Parent Special Meetingnotices of dissent, written demands for appraisal, demands for fair value, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Company Dissenting Shareholder’s rights of dissent under the Cayman Companies Act and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Act. The Company shall not, except with the prior written consent of SPAC, 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. (b) In the event that any written notices of objection to the Reincorporation Acquisition Merger (each, an “RC Written Objection”) in accordance with Section are served by any Company Shareholders pursuant section 238(2) of the Cayman Companies Act:, 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 Cayman Companies Act within twenty (20) days of obtaining the Company Shareholder Approval, provided, that prior to serving any such notice, the Company shall consult with SPAC with respect to such notice and shall afford SPAC a reasonable opportunity to comment thereon. (c) No person who has validly exercised their dissenters’ rights pursuant to the Cayman Companies Act shall be entitled to receive applicable PubCo Ordinary Shares under Section 4.1(c) with respect to the SPAC Dissenting Shares owned by such SPAC Dissenting Shareholder unless such SPAC Dissenting Shareholder shall have, prior to the First SPAC Merger Effective Time, effectively withdrawn or lost their dissenters’ rights under the Cayman Companies Act. Each SPAC Dissenting Shareholder shall be entitled to receive only the payment resulting from the procedure set forth in the Cayman Companies Act with respect to the SPAC Dissenting Shares owned by such SPAC Dissenting Shareholder. SPAC shall give the Company (i) prompt notice of any notices of objection, notices of dissent, written demands for appraisal, demands for fair value, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by SPAC relating to any SPAC Dissenting Shareholder’s rights of dissent under the Parent shallCayman Companies Act and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Act. SPAC shall not, in accordance except with Section 238(4the prior written consent of the Company, 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. (d) In the event that any written notices of objection to the First SPAC Merger pursuant section 238(2) of the Cayman Companies Act, promptly give the Company shall serve written notice of the authorization and approval of this Agreement, the Reincorporation Plan of Merger (the “RC Authorization Notice”) to each such Parent shareholder who has made a RC Written Objection, and (ii) unless the Parent and the Company elect by agreement in writing First SPAC Merger on such shareholders pursuant to waive this Section 2.11, no party shall be obligated to commence the Reincorporation Merger, and the CRPM shall not be filed with the Registrar of Companies section 238(4) of the Cayman Islands, until at least Companies Act within twenty (20) days of obtaining the Required SPAC Shareholder Approval, provided, that prior to serving any such notice, SPAC shall have elapsed since consult with the date on which Company with respect to such notice and shall afford the RC Authorization Notice is given (being the period allowed for written notice of an election Company a reasonable opportunity to dissent under Section 238(5) of the Cayman Companies Act, as referred to in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction or waiver of all of the conditions set forth in Section 10.1, Section 10.2 and Section 10.3comment thereon.

Dissenters’ Rights. No Person (i) Subject to Section 3.17(b) but notwithstanding any other provision of this Agreement to the contrary and to the extent available under the Cayman Companies Act, SPAC Ordinary Shares that are issued and outstanding immediately prior to the Second Merger Effective Time and that are held by the SPAC Shareholders who has shall have validly exercised their dissenters’ rights for such SPAC Ordinary Shares in respect of the Reincorporation Merger pursuant to section 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 (each a the “Parent Dissenting ShareholderSPAC Shares” and the holders of such Dissenting SPAC Shares being the “Dissenting SPAC Shareholders”) shall not be entitled converted into, and such Dissenting SPAC Shareholders shall have no right to receive receive, the securities of Purchaser in accordance with Section 2.6(a) and (b), applicable merger consideration as applicable with respect to the shares of Parent owned by such Person (“Parent Dissenting Shares”) contemplated herein unless and until such Person shall have effectively withdrawn Dissenting SPAC Shareholder fails to perfect or lost such Person’s withdraws or otherwise loses his, her or its dissenters’ rights under the Cayman Companies Act. Each Parent Dissenting The SPAC Ordinary Shares owned by any SPAC Shareholder shall be entitled who fails to receive only the payment resulting from the procedure in section 238 of perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights pursuant to the Cayman Companies Act shall cease to be the Dissenting SPAC Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Second Merger Effective Time, the right to receive the applicable merger consideration as contemplated herein, without any interest thereon. (ii) Prior to the Second Merger Closing, SPAC shall give the Company (A) prompt written notice of any demands for dissenters’ rights received by SPAC from the SPAC Shareholders and any withdrawals of such demands and (B) the opportunity to direct all negotiations and proceedings with respect to the Parent Dissenting Shares owned by any such Parent Dissenting Shareholder. If any Parent shareholder gives to Parent, before the Required Parent Shareholder Approval is obtained at the Parent Special Meeting, written objection to the Reincorporation Merger (each, an “RC Written Objection”) in accordance with Section 238(2) of notice or demand for dissenters’ rights under the Cayman Companies Act: (i) . SPAC shall not, except with the Parent shall, in accordance with Section 238(4) prior written consent of the Cayman Companies ActCompany, promptly give written notice make any offers or payment or otherwise agree or commit to any payment or other consideration with respect to any exercise by a SPAC Shareholder of the authorization of the Reincorporation Merger (the “RC Authorization Notice”) to each such Parent shareholder who has made a RC Written Objection, and (ii) unless the Parent and the Company elect by agreement in writing to waive this Section 2.11, no party shall be obligated to commence the Reincorporation Merger, and the CRPM shall not be filed with the Registrar of Companies of the Cayman Islands, until at least twenty (20) days shall have elapsed since the date on which the RC Authorization Notice is given (being the period allowed for written notice of an election its rights to dissent under Section 238(5) from the Second Merger or any demands for appraisal or offer or agree or commit to settle or settle any such demands or approve any withdrawal of the Cayman Companies Act, as referred to in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction such dissenter rights or waiver of all of the conditions set forth in Section 10.1, Section 10.2 and Section 10.3demands.

Dissenters’ Rights. No Person who has validly exercised their dissenters’ rights in respect (a) Notwithstanding any provision of this Agreement to the contrary, to the extent that the right to demand payment of fair value of the Reincorporation CPA15 Common Stock in connection with the Merger pursuant to section 238 of is available under the Cayman Companies Act (each a “Parent Dissenting Shareholder”) shall be entitled to receive the securities of Purchaser in accordance with Section 2.6(a) and (b)MGCL, as applicable with respect to the any outstanding shares of Parent owned CPA15 Common Stock held by such Person a Dissenting Stockholder (“Parent Dissenting Shares”) unless shall not be converted into the right to receive the Per Share 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 each share of CPA15 Common Stock outstanding immediately prior to the Effective Time and until such Person shall have effectively withdrawn held by a Dissenting Stockholder who, after the Effective Time, withdraws his demand or lost such Person’s dissenters’ rights under fails to perfect or otherwise loses his right to receive payment of fair value, pursuant to the Cayman Companies Act. Each Parent Dissenting Shareholder MGCL, shall be deemed to be converted as of the Effective Time into the right to receive the Per Share Merger Consideration, without interest. As used in this Agreement, “Dissenting Stockholder” means any record holder or beneficial owner of shares of CPA15 Common Stock who is entitled to demand and receive only the payment resulting from the procedure in section 238 of the Cayman Companies Act 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 CPA15 Common Stock to object to the Merger and obtain fair value for their shares. (b) CPA15 and CPA 15 Holdco shall give NewCo REIT (i) prompt notice of any demands for payment of fair value pursuant to the applicable provisions of the MGCL received by CPA15 or CPA 15 Holdco, attempted withdrawals of such demands, and any other instruments served pursuant to the MGCL and received by CPA15 or CPA 15 Holdco relating to rights of appraisal and (ii) the opportunity to participate in and direct the conduct of all negotiations and proceedings with respect to demands for payment of fair value under the Parent Dissenting Shares owned by such Parent Dissenting ShareholderMGCL. If any Parent shareholder gives to ParentCPA15 and CPA 15 Holdco shall not, before the Required Parent Shareholder Approval is obtained at the Parent Special Meeting, written objection to the Reincorporation Merger (each, an “RC Written Objection”) in accordance with Section 238(2) of the Cayman Companies Act: (i) the Parent shall, in accordance with Section 238(4) of the Cayman Companies Act, promptly give written notice of the authorization of the Reincorporation Merger (the “RC Authorization Notice”) to each such Parent shareholder who has made a RC Written Objection, and (ii) unless the Parent and the Company elect by agreement in writing to waive this Section 2.11, no party shall be obligated to commence the Reincorporation Merger, and the CRPM shall not be filed except with the Registrar prior written consent of Companies NewCo REIT, make any payment with respect to any such demands for payment of the Cayman Islandsfair value, until at least twenty (20) days shall have elapsed since the date on which the RC Authorization Notice is given (being the period allowed or settle, or offer to settle, or otherwise negotiate any such demands for written notice payment of an election to dissent under Section 238(5) of the Cayman Companies Act, as referred to in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction or waiver of all of the conditions set forth in Section 10.1, Section 10.2 and Section 10.3fair value.

Dissenters’ Rights. (a) No Person person who has validly exercised their dissenters’ rights in respect of the Reincorporation Merger pursuant to section 238 of the Cayman Companies Act (each a “Parent Dissenting Shareholder”) shall be entitled to receive the securities of Purchaser in accordance with Section 2.6(a) and (b), as applicable Per Share Merger Consideration with respect to the shares of Parent Dissenting Shares owned by such Person (“Parent Dissenting Shares”) Shareholder unless and until such Person Dissenting Shareholder shall have effectively withdrawn or lost such Person’s their dissenters’ rights under the Cayman Companies Act. Each Parent Dissenting Shareholder shall be entitled to receive only the payment resulting from the procedure set forth in section 238 of the Cayman Companies Act with respect to the Parent Dissenting Shares owned by such Parent Dissenting Shareholder. If The Company shall give Parent (i) prompt notice of any Parent shareholder gives notices of objection, notices of dissent, written demands for appraisal, demands for fair value, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Shareholder’s rights of dissent under the Cayman Companies Act and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Act. The Company shall not, except with the prior written consent of Parent, before 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. (b) In the Required Parent Shareholder Approval is obtained at the Parent Special Meeting, event that any written notices of objection to the Reincorporation Acquisition Merger (each, an “RC Written Objection”) in accordance with Section are served by any shareholders of the Company pursuant section 238(2) of the Cayman Companies Act: (i) , the Parent shallCompany shall serve written notice of the authorization and approval of this Agreement, in accordance with Section the Plan of Acquisition Merger and the Acquisition Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Act, promptly give written notice of the authorization of the Reincorporation Merger (the “RC Authorization Notice”) to each such Parent shareholder who has made a RC Written Objection, and (ii) unless the Parent and the Company elect by agreement in writing to waive this Section 2.11, no party shall be obligated to commence the Reincorporation Merger, and the CRPM shall not be filed with the Registrar of Companies of the Cayman Islands, until at least Act within twenty (20) days of obtaining the Company Shareholder Approval, provided, that prior to serving any such notice, the Company shall have elapsed since the date on which the RC Authorization Notice is given (being the period allowed for written consult with Parent with respect to such notice of an election and shall afford Parent a reasonable opportunity to dissent under Section 238(5) of the Cayman Companies Act, as referred to in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction or waiver of all of the conditions set forth in Section 10.1, Section 10.2 and Section 10.3comment thereon.

Dissenters’ Rights. No Person who has validly exercised their dissenters’ rights (a) Notwithstanding anything in respect of the Reincorporation Merger pursuant to section 238 of the Cayman Companies Act (each a “Parent Dissenting Shareholder”) shall be entitled to receive the securities of Purchaser in accordance with Section 2.6(a) and (b), as applicable with respect this Agreement to the shares of Parent owned by such Person (“Parent Dissenting Shares”) unless contrary, any Company Common Shares that are issued and until such Person shall have effectively withdrawn or lost such Person’s dissenters’ rights under the Cayman Companies Act. Each Parent Dissenting Shareholder shall be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Act with respect outstanding immediately prior to the Parent Dissenting Shares owned Effective Time and that are held by such Parent Dissenting Shareholder. If any Parent shareholder gives to Parent, before the Required Parent Shareholder Approval is obtained at the Parent Special Meeting, written objection to the Reincorporation Merger (each, an “RC Written Objection”) in accordance with Section 238(2) of the Cayman Companies Act: (i) the Parent shallCompany shareholders who, in accordance with Section 238(4) 25.20 of the Cayman Companies Act, promptly give written notice of the authorization of the Reincorporation Merger Texas REIT Law (the “RC Authorization NoticeDissenter’s Rights Provisions”), (i) properly filed a written objection prior to each such Parent shareholder who has made a RC Written Objectionthe Company Shareholders’ Meeting, and (ii) unless the Parent have not voted in favor of approving this Agreement and the Company elect by agreement REIT Merger, (iii) shall have demanded properly in writing fair value for such shares, and (iv) have not effectively withdrawn, lost or failed to waive this perfect their rights under the Dissenter’s Rights Provisions (collectively, the “Dissenting Shares”), will not be converted as described in Section 2.113.01(c) but at the Effective Time, no party by virtue of the REIT Merger and without any action on the part of the holder thereof, shall be obligated cancelled and shall cease to commence exist and shall represent the Reincorporation Mergerright to receive only those rights provided under the Dissenter’s Rights Provisions; provided, however, that all Company Common Shares held by Company shareholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to demand fair value of such Company Common Shares under the Dissenter’s Rights Provisions shall thereupon be deemed to have been canceled and to have been converted, as of the CRPM shall Effective Time, into the right to receive the Company Common Share Merger Consideration relating thereto, without interest, in the manner provided in Section 3.01(c). Persons who have perfected statutory rights with respect to Dissenting Shares (the “Dissenting Shareholders”) as described above will not be filed paid as provided in this Agreement and will have only such rights as are provided by the Dissenter’s Rights Provisions with the Registrar of Companies of the Cayman Islands, until at least twenty respect to such Dissenting Shares. (20b) days The Company shall have elapsed since the date on which the RC Authorization Notice is given give Parent prompt (being the period allowed for written notice of an election to dissent under Section 238(5) of the Cayman Companies Act, as referred to in Section 239(1) of the Cayman Companies Act), but and in any event subject within two (2) Business Days of receipt) notice of any written objections received by the Company indicating an intent to exercise Dissenter’s Rights with respect to Company Common Shares and Parent shall have the right to direct all negotiations and proceedings with respect to such demands, subject, prior to the satisfaction Effective Time, to consultation with the Company, provided that the Company shall not, prior to the Effective Time, be obligated by such direction to make a payment with respect to or waiver settle or offer to settle any such demands without its consent. The Company shall not, except with the prior written consent of all of Parent, make any payment with respect to, or settle or offer to settle, any such demands. (c) Each Dissenting Shareholder who becomes entitled under the conditions set forth in Section 10.1, Section 10.2 and Section 10.3Dissenter’s Rights Provisions to payment for Dissenting Shares shall receive payment therefor after the Effective Time from the Surviving Entity (but only after the amount thereof shall have been agreed upon or finally determined pursuant to the Dissenter’s Rights Provisions). (d) No dissenters’ or appraisal or similar rights shall be available with respect to the Partnership Merger or any transaction contemplated hereby other than the REIT Merger.

Dissenters’ Rights. (a) No Person person who has validly exercised their dissenters’ rights in respect of the Reincorporation Merger pursuant to section 238 of the Cayman Companies Act (each a “Parent Dissenting Shareholder”) shall be entitled to receive the securities of Purchaser in accordance with Section 2.6(a) and (b), as applicable Applicable Per Share Merger Consideration with respect to the shares of Parent Dissenting Shares owned by such Person (“Parent Dissenting Shares”) Shareholder unless and until such Person Dissenting Shareholder shall have effectively withdrawn or lost such Person’s their dissenters’ rights under the Cayman Companies Act. Each Parent Dissenting Shareholder shall be entitled to receive only the payment resulting from the procedure set forth in section 238 of the Cayman Companies Act with respect to the Parent Dissenting Shares owned by such Parent Dissenting Shareholder. If The Company shall give the Purchaser (i) prompt notice of any Parent shareholder gives to Parentnotices of objection, before the Required Parent Shareholder Approval is obtained at the Parent Special Meetingnotices of dissent, written demands for appraisal, demands for fair value, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Shareholder’s rights of dissent under Cayman Companies Act and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Act. The Company shall not, except with the prior written consent of Purchaser, 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. (b) In the event that any written notices of objection to the Reincorporation Acquisition Merger (each, an “RC Written Objection”) in accordance with Section are served by any shareholders of the Company pursuant section 238(2) of the Cayman Companies Act: (i) , the Parent shallCompany shall serve written notice of the authorization and approval of this Agreement, in accordance with Section the Plan of Merger and the Acquisition Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Act, promptly give written notice of the authorization of the Reincorporation Merger (the “RC Authorization Notice”) to each such Parent shareholder who has made a RC Written Objection, and (ii) unless the Parent and the Company elect by agreement in writing to waive this Section 2.11, no party shall be obligated to commence the Reincorporation Merger, and the CRPM shall not be filed with the Registrar of Companies of the Cayman Islands, until at least Act within twenty (20) days shall have elapsed since of obtaining the date on which the RC Authorization Notice is given Requisite Company Vote (being the period allowed for written notice of an election to dissent under Section 238(5) of the Cayman Companies Act, as referred to in Section 239(1) of the Cayman Companies Actdefined below), but in provided, that prior to serving any event subject such notice, the Company shall consult with the Purchaser with respect to such notice and shall afford the satisfaction or waiver of all of the conditions set forth in Section 10.1, Section 10.2 and Section 10.3Purchaser a reasonable opportunity to comment thereon.

Dissenters’ Rights. No Person who Notwithstanding anything to the contrary herein and in accordance with Section 238 of the CACI, any SPAC Ordinary Share issued and outstanding immediately prior to the SPAC Merger Effective Time for which any SPAC Shareholder (such SPAC Shareholder, a “Dissenting SPAC Shareholder”) has validly exercised properly in writing their dissenters’ rights in respect of the Reincorporation Merger pursuant to section 238 of the Cayman Companies Act (each a “Parent Dissenting Shareholder”) shall be entitled to receive the securities of Purchaser for such SPAC Ordinary Shares in accordance with Section 2.6(a) 238 of the CACI, and (b), as applicable has otherwise complied in all respects with respect all of the provisions of the CACI relevant to the shares exercise and perfection of Parent owned by such Person dissenters’ rights (collectively, the “Parent Dissenting SPAC Shares”) shall not be converted into the right to receive, and the applicable Dissenting SPAC Shareholder shall have no right to receive, the applicable portion of the SPAC Merger Consideration pursuant to Section 2.3(b)(ii) unless and until such Person shall have Dissenting SPAC Shareholder effectively withdrawn withdraws or lost loses such Person’s dissenters’ rights (through failure to perfect such dissenters’ rights or otherwise) under the Cayman Companies ActCACI. Each Parent From and after the SPAC Merger Effective Time, (A) the Dissenting Shareholder SPAC Shares shall no longer be outstanding and shall automatically be cancelled and extinguished by virtue of the SPAC Merger and shall cease to exist and (B) the Dissenting SPAC Shareholders shall be entitled only to receive only the payment resulting from the procedure in section such rights as may be granted to them under Section 238 of the Cayman Companies Act CACI and shall not be entitled to exercise any of the voting rights or other rights of a shareholder of the First Surviving Company or any of its Affiliates (including Holdco); provided, however, that if any Dissenting SPAC Shareholder effectively withdraws or loses such dissenters’ rights (through failure to perfect such dissenters’ rights or otherwise) under the CACI, then the SPAC Ordinary Shares held by such Dissenting SPAC Shareholder (1) shall no longer be deemed to be Dissenting SPAC Shares and (2) shall be treated as if they had been converted automatically at the SPAC Merger Effective Time into the right to receive the applicable portion of the SPAC Merger Consideration pursuant to Section 2.3(b)(ii). Each Dissenting SPAC Shareholder who becomes entitled to payment for his, her or its Dissenting SPAC Shares pursuant to the CACI shall receive payment thereof from SPAC in accordance with the CACI. SPAC shall give Hxxxxx prompt notice of any written demands for dissenters’ rights of any SPAC Ordinary Share, attempted withdrawals of such demands and any other material developments related to any such demands and provide copies of all documents, instruments or other communications received by SPAC, any of its Subsidiaries or any of their respective Representatives related thereto and shall otherwise keep Holdco reasonably apprised as to the status and developments related to such matters, and Holdco shall have the opportunity to participate in all negotiations and proceedings with respect to all such demands. SPAC shall not, except with the Parent Dissenting Shares owned by such Parent Dissenting Shareholder. If any Parent shareholder gives prior written consent (not to Parentbe unreasonably withheld, before the Required Parent Shareholder Approval is obtained at the Parent Special Meeting, written objection to the Reincorporation Merger (each, an “RC Written Objection”) in accordance with Section 238(2conditioned or delayed) of the Cayman Companies Act: Holdco, make any payment or deliver any consideration (iincluding Holdco Shares) the Parent shallwith respect to, in accordance with Section 238(4) of the Cayman Companies Act, promptly give written notice of the authorization of the Reincorporation Merger (the “RC Authorization Notice”) settle or offer or agree to each settle any such Parent shareholder who has made a RC Written Objection, and (ii) unless the Parent and the Company elect by agreement in writing to waive this Section 2.11, no party shall be obligated to commence the Reincorporation Merger, and the CRPM shall not be filed with the Registrar of Companies of the Cayman Islands, until at least twenty (20) days shall have elapsed since the date on which the RC 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, as referred to in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction or waiver of all of the conditions set forth in Section 10.1, Section 10.2 and Section 10.3demands.

Dissenters’ Rights. No Person (a) Any dissenting shareholder of SL Bancorp who has validly exercised their dissentersvotes against the approval of the principal terms of the Newco Merger and otherwise properly exercises such shareholders’ rights in respect of the Reincorporation Merger pursuant to section 238 of the Cayman Companies Act under CGCL Chapter 13 (each a “Parent Dissenting Shareholder”) shall be entitled to receive be paid the securities value of Purchaser in accordance with Section 2.6(a) and (b), as applicable with respect to the such shareholder’s shares of Parent owned by such Person SL Bancorp Common Stock as provided in CGCL Chapter 13 (“Parent Dissenting Dissenters’ Shares”) unless and until such Person shall have effectively withdrawn or lost such Person’s dissenters’ rights not be entitled to any portion of the Newco Merger consideration in respect thereof provided for under the Cayman Companies Act. Each Parent Dissenting Shareholder Section 2.03, and shall be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Act provided for by CGCL Chapter 13 with respect to the Parent such Dissenters’ Shares, unless and until such Dissenting Shares owned by Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such Parent Dissenting Shareholder. ’s right to dissent from the Newco Merger under CGCL Chapter 13. (b) If any Parent shareholder gives Dissenting Shareholder shall fail to Parentperfect or shall have effectively withdrawn or lost such right to dissent, before each share of SL Bancorp Common Stock of such Dissenting Shareholder shall be converted into the Required Parent Shareholder Approval is obtained at right to receive the Parent Special Meeting, written objection to the Reincorporation Per Share Merger (each, an “RC Written Objection”) in accordance with Section 238(2) of the Cayman Companies Act:Consideration. 3266.019/439907.1 (ic) SL Bancorp shall give Xxxxxxxxx prompt notice upon receipt by SL Bancorp of any written demands for dissenters’ rights, withdrawal of such demands, and any other documents received or instruments served relating to Dissenters’ Shares and shall give Xxxxxxxxx the Parent shallopportunity to direct all negotiations and proceedings with respect to such demands. SL Bancorp shall not voluntarily make any payment with respect to any demands for dissenters’ rights and shall not, in accordance except with Section 238(4) the prior written consent of Xxxxxxxxx, settle or offer to settle such demands. Each holder of Dissenters’ Shares who becomes entitled to payment for his or her Dissenters’ Shares shall receive payment therefore from SL Bancorp or the Cayman Companies ActSurviving Corporation, promptly give written notice of the authorization of the Reincorporation Merger (the “RC Authorization Notice”) to each and such Parent shareholder who has made a RC Written Objection, and (ii) unless the Parent and the Company elect by agreement in writing to waive this Section 2.11, no party Dissenters’ Shares shall be obligated to commence the Reincorporation Merger, and the CRPM shall not be filed with the Registrar of Companies of the Cayman Islands, until at least twenty (20) days shall have elapsed since the date on which the RC 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, as referred to in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction or waiver of all of the conditions set forth in Section 10.1, Section 10.2 and Section 10.3cancelled.

Dissenters’ Rights. (a) No Person person who has validly exercised their dissenters’ rights in respect of the Reincorporation Merger pursuant to section 238 of the Cayman Companies Act (each a “Parent Dissenting Shareholder”) shall be entitled to receive the securities of Purchaser in accordance with Section 2.6(a) and (b), as applicable Applicable Per Share Merger Consideration with respect to the shares of Parent Dissenting Shares owned by such Person (“Parent Dissenting Shares”) Shareholder unless and until such Person Dissenting Shareholder shall have effectively withdrawn or lost such Person’s its dissenters’ rights under the Cayman Companies Act. Each Parent Dissenting Shareholder shall be entitled to receive only the payment resulting from the procedure set forth in section 238 of the Cayman Companies Act with respect to the Parent Dissenting Shares owned by such Parent Dissenting Shareholder. If The Company shall give the Purchaser (i) prompt notice of any Parent shareholder gives to Parentnotices of objection, before the Required Parent Shareholder Approval is obtained at the Parent Special Meetingnotices of dissent, written demands for appraisal, demands for fair value, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Shareholder’s rights of dissent under Cayman Companies Act and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Act. The Company shall not, except with the prior written consent of Purchaser, 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. (b) In the event that any written notices of objection to the Reincorporation Acquisition Merger (each, an “RC Written Objection”) in accordance with Section are served by any shareholders on the Company pursuant to section 238(2) of the Cayman Companies Act: (i) , the Parent shallCompany shall serve written notice of the authorization and approval of this Agreement, in accordance with Section the Plan of Merger and the Acquisition Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Act, promptly give written notice of the authorization of the Reincorporation Merger (the “RC Authorization Notice”) to each such Parent shareholder who has made a RC Written Objection, and (ii) unless the Parent and the Company elect by agreement in writing to waive this Section 2.11, no party shall be obligated to commence the Reincorporation Merger, and the CRPM shall not be filed with the Registrar of Companies of the Cayman Islands, until at least Act within twenty (20) days shall have elapsed since of obtaining the date on which the RC Authorization Notice is given Requisite Company Vote (being the period allowed for written notice of an election to dissent under Section 238(5) of the Cayman Companies Act, as referred to in Section 239(1) of the Cayman Companies Actdefined below), but in provided, that prior to serving any event subject such notice, the Company shall consult with the Purchaser with respect to such notice and shall afford the satisfaction or waiver of all of the conditions set forth in Section 10.1, Section 10.2 and Section 10.3Purchaser a reasonable opportunity to comment thereon.

Dissenters’ Rights. No Person Shareholder who has validly exercised their dissenters’ such Person’s rights in respect of to dissent from the Reincorporation Merger pursuant to section Section 238 of the Cayman Companies Act (each a “Parent Dissenting Shareholder”) Law shall be entitled to receive the securities of Purchaser in accordance with Section 2.6(a) and (b)any Series C-1 Per Share Merger Consideration or Per Share Merger Consideration, as applicable applicable, with respect to the shares of Parent owned by such Person (“Parent Dissenting Shares”) its Shares or Option Consideration with respect to its Options unless and until such Person shall have effectively withdrawn or lost such Person’s dissenters’ rights to dissent from the Merger under the Cayman Companies ActLaw. Each Parent Dissenting Shareholder shall be entitled to receive only the payment resulting from fair value of such Shares owned by such Dissenting Shareholder as determined in accordance with the procedure in section Section 238 of the Cayman Companies Act Law. The Company shall give Buyer prompt notices of objection, notices of dissent, written demands for appraisal, attempted withdrawals of such notices or demands, and any other instruments served pursuant to the Cayman Companies Law that are received by the Company relating to Company shareholders’ rights to dissent from the Merger. Prior to the Closing, the Company shall not, except with the prior written consent of Buyer, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Parent Dissenting Shares owned by Merger, and demands for appraisal, offer to settle or settle any such Parent Dissenting Shareholderdemands or approve any withdrawal of such demands. If any Parent shareholder gives a Dissenting Shareholder effectively withdraws or loses its rights to Parent, before dissent from the Required Parent Shareholder Approval is obtained at the Parent Special Meeting, written objection Merger pursuant to the Reincorporation Merger (each, an “RC Written Objection”) in accordance with Section 238(2) 238 of the Cayman Companies Act: Law with respect to any Dissenting Shares, (i) such Dissenting Shares shall cease to be Excluded Shares and (ii) Buyer shall make available or cause to be made available to the Parent shallPaying Agent additional funds in an amount equal to (A) if such Shares are Series C-1 Preference Shares, in accordance with the product of (x) the number of Dissenting Shares for which such Dissenting Shareholder has withdrawn or lost its rights to dissent from the Merger pursuant to Section 238(4) 238 of the Cayman Companies ActLaw and (y) the Series C-1 Per Share Merger Consideration or (B) if such Shares are not Series C-1 Preference Shares, promptly give written notice the product of (x) the authorization number of the Reincorporation Merger (the “RC Authorization Notice”) to each Dissenting Shares for which such Parent shareholder who Dissenting Shareholder has made a RC Written Objection, and (ii) unless the Parent and the Company elect by agreement in writing to waive this Section 2.11, no party shall be obligated to commence the Reincorporation Merger, and the CRPM shall not be filed with the Registrar of Companies of the Cayman Islands, until at least twenty (20) days shall have elapsed since the date on which the RC Authorization Notice is given (being the period allowed for written notice of an election withdrawn or lost its rights to dissent under from the Merger pursuant to Section 238(5) 238 of the Cayman Companies Act, as referred to in Section 239(1Law and (y) of the Cayman Companies Act), but in any event subject to the satisfaction or waiver of all of the conditions set forth in Section 10.1, Section 10.2 and Section 10.3Closing Per Share Merger Consideration.

Dissenters’ Rights. No (a) Notwithstanding anything in this Agreement to the contrary and to the extent available under the Cayman Islands Companies Act, all PAQC Ordinary Shares that are issued and outstanding immediately prior to the First Merger Effective Time and that are held by any Person who has shall have validly exercised and not effectively withdrawn or lost their dissenters’ rights to dissent from the First Merger, in respect of the Reincorporation Merger pursuant to section accordance with Section 238 of the Cayman Islands Companies Act (each a the “Parent PAQC Dissenting ShareholderShares” and holders of PAQC Dissenting Shares being referred to as “PAQC Dissenting Shareholders”) shall be cancelled and cease to exist at the First Merger Effective Time, shall not be entitled to receive the securities of Purchaser in accordance with applicable Company Exchange Shares under Section 2.6(a3.06(a)(i) and (b), as applicable with respect to the shares of Parent owned by such Person (“Parent Dissenting Shares”) unless and until such Person shall have effectively withdrawn or lost such Person’s dissenters’ rights under the Cayman Companies Act. Each Parent Dissenting Shareholder shall instead be entitled to receive only the payment resulting from of the procedure fair value of such PAQC Dissenting Shares held by them determined in section accordance with Section 238 of the Cayman Islands Companies Act. (b) For the avoidance of doubt, all PAQC Ordinary Shares held by PAQC Dissenting Shareholders who shall have failed to exercise or who shall have effectively withdrawn or lost their dissenter rights under Section 238 of the Cayman Islands Companies Act shall thereupon (i) not be deemed to be PAQC Dissenting Shares, and (ii) be cancelled and cease to exist in exchange for, at the First Merger Effective Time, the right to receive the applicable Company Exchange Shares under Section 3.06(a)(i) in the manner provided in Section 4.04. (c) PAQC shall provide to the Company (i) reasonably prompt notice of any notices of objection or notices of dissent to the First Merger or demands for appraisal under Section 238 of the Cayman Islands Companies Act received by PAQC, attempted withdrawals of such notices, dissents or demands, and any other instruments served pursuant to the Cayman Islands Companies Act and received by PAQC relating to the exercise of any rights to dissent from the First Merger or appraisal rights and (ii) the opportunity to participate in all negotiations and proceedings with respect to any such notice of dissenter right or demand for appraisal under the Parent Dissenting Shares owned Cayman Islands Companies Act. PAQC shall not, except with the prior written consent of the Company, make any offers or payment with respect to any exercise by a shareholder of its rights to dissent from the First Merger or any demands for appraisal or offer to settle or settle any such Parent Dissenting Shareholder. If demands or approve any Parent shareholder gives to Parent, before withdrawal of any such demands. (d) In the Required Parent Shareholder Approval is obtained at the Parent Special Meeting, event that any written notice of objection to the Reincorporation First Merger (each, an “RC Written Objection”) in accordance with is served on PAQC by any PAQC Shareholder pursuant to Section 238(2) of the Cayman Islands Companies Act: , PAQC shall give written notice of the authorization of the First Merger to each such PAQC Shareholder within twenty (i20) days of obtaining the Parent shallPAQC Shareholder Approval, pursuant to and in accordance with Section 238(4) of the Cayman Islands Companies Act, promptly give written notice of the authorization of the Reincorporation Merger (the “RC Authorization Notice”) to each such Parent shareholder who has made a RC Written Objection, and (ii) unless the Parent and the Company elect by agreement in writing to waive this Section 2.11, no party shall be obligated to commence the Reincorporation Merger, and the CRPM shall not be filed with the Registrar of Companies of the Cayman Islands, until at least twenty (20) days shall have elapsed since the date on which the RC 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, as referred to in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction or waiver of all of the conditions set forth in Section 10.1, Section 10.2 and Section 10.3.

Dissenters’ Rights. No Person holder of Parent Ordinary Shares who has validly exercised their dissenters’ rights in respect of the Reincorporation Merger pursuant to section 238 Section 179 of the Cayman BVI Business Companies Act (each a “Parent Dissenting Shareholder”) shall be entitled to receive the securities of Purchaser Reincorporation Merger Surviving Company Ordinary Shares in accordance with Section 2.6(a) and (b), as applicable with respect to the shares of in exchange for such Parent owned by such Person Ordinary Shares (“Parent Dissenting Shares”) unless and until such Person shall have effectively withdrawn or lost such Person’s dissenters’ rights under the Cayman BVI Business Companies Act. Each Parent Dissenting Shareholder shall only be entitled to receive only the payment resulting from the procedure in section 238 such rights as are granted by Section 179 of the Cayman BVI Business Companies Act with Act, being the right to fair value in respect to of the Parent Dissenting Shares owned by such Parent Dissenting Shareholder. If any Parent shareholder gives to Parent, before the Required Parent Shareholder Approval is obtained at the Parent Special Shareholder Meeting, written objection to the Reincorporation Merger (each, an “RC Written Objection”) in accordance with Section 238(2) 179 of the Cayman BVI Business Companies Act: (ia) the Parent shall, in accordance with Section 238(4179(4) of the Cayman BVI Business Companies Act, promptly promptly, and in any event within 20 days immediately following the date that the Parent Shareholder Approval is obtained, give written notice of the authorization of the Reincorporation Merger, the BVI Plan of Merger and the BVI Articles of Merger (the “RC Authorization Notice”) to each such Parent shareholder who has made a RC Written Objection, and (iib) unless the Parent and the Company elect by agreement in writing to waive this Section 2.11, no party shall be obligated to commence the Reincorporation Merger, and the CRPM Reincorporation Merger Filing Documents shall not be filed with the Registrar of Companies of the Cayman IslandsBVI Registry, until at least twenty (20) days shall have elapsed since the date on which the RC Authorization Notice is given (being the period allowed for written notice of an election to dissent under Section 238(5179(5) of the Cayman BVI Business Companies Act, as referred to in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction or waiver of all of the conditions set forth in Section 10.1ARTICLE X). (c) each of Parent and Acquirer, Section 10.2 shall give the Company (i) prompt notice of any demands for dissenters’ rights in connection with the Reincorporation Merger received by such party and Section 10.3any withdrawals of such demands. Each of Parent and Acquirer, shall not, except with the prior written consent of the Company make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. (a) No Person who has validly exercised their dissenters’ rights in respect pursuant to Section 179 of the Reincorporation Merger pursuant to section 238 of the Cayman Companies BVI Act (each each, a “Parent Company Dissenting Shareholder”) shall be entitled to receive the securities of Purchaser Pubco Securities in accordance with Section 2.6(a) and (b)2.1, as applicable applicable, with respect to the shares of Parent Company Shares owned by such Person (“Parent Company Dissenting Shares”) unless and until such Person shall have effectively withdrawn or lost such Person’s dissenters’ rights under the Cayman Companies BVI Act. Each Parent Company Dissenting Shareholder shall be entitled to receive only the payment resulting from the procedure in section Section 179 of BVI Act with respect to the Company Dissenting Shares owned by such Company Dissenting Shareholder. The Company shall give Purchaser (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 Company Dissenting Shareholder’s rights of dissent and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under BVI Act. The Company shall not, except with the prior written consent of Purchaser, 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. (b) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the Cayman Companies Act, Purchaser Ordinary Shares that are outstanding immediately prior to the Effective Time and that are held by Persons who shall have demanded properly in writing 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 “Purchaser Dissenting Shares” and the holders of such Purchaser Dissenting Shares being the “Purchaser Dissenting Shareholders”) shall be cancelled and cease to exist at the Effective Time and shall thereafter represent only the right to be paid the fair value of such Purchaser Dissenting Shares and such other rights pursuant to Section 238 of the Cayman Companies Act and shall not be converted into, and such Purchaser Dissenting Shareholders shall have no right to receive, the applicable Pubco Ordinary Shares unless and until such shareholder fails to perfect or withdraws or otherwise loses his, her or its right to dissenters’ rights under the Cayman Companies Act. Purchaser Ordinary Shares owned by any shareholder of Purchaser who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights pursuant to the Cayman Companies Act shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the applicable Pubco Ordinary Shares, without any interest thereon. Prior to the Closing, Xxxxxxxxx shall give the Company prompt notice of any demands for dissenters’ rights received by Xxxxxxxxx and any withdrawals of such demands and Purchaser shall have complete control over all negotiations and proceedings with respect to such dissenters’ rights (including the Parent Dissenting Shares owned ability to make any payment with respect to any exercise by a shareholder of its rights to dissent from the Mergers or any demands for appraisal or offer to settle or settle any such Parent Dissenting Shareholderdemands or approve any withdrawal of any such dissenter rights or demands). If any Parent shareholder of Purchaser gives to ParentPurchaser, before the Required Parent Shareholder Approval is obtained at the Parent Special Shareholder Meeting, written objection to the Reincorporation Second Merger (each, an a “RC Written Objection”) in accordance with Section 238(2) of the Cayman Companies Act: Act (i) the Parent Purchaser shall, in accordance with Section 238(4) of the Cayman Companies Act, promptly give written notice of the authorization of the Reincorporation Second Merger (the “RC Authorization Notice”) to each such Parent shareholder of Purchaser who has made a RC Written Objection, and and (ii) unless the Parent Purchaser and the Company elect by agreement in writing to waive this Section 2.11may, no party shall be obligated to commence but is not obliged to, delay the Reincorporation Merger, commencement of the Closing and the CRPM shall not be filed filing of the Second Merger Documents with the Registrar of Companies of the Cayman Islands, until at least twenty (20) days shall have elapsed since the date on which the RC 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, as referred to in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction or waiver of all of the conditions set forth in Section 10.18.1, Section 10.2 8.2 and Section 10.38.3.

Dissenters’ Rights. No Person Notwithstanding anything to the contrary contained herein, if required by the NYBCL (but only to the extent required thereby), no shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and that are held by a shareholder who has validly properly exercised their dissenters’ his or her appraisal rights in respect (such shares of Company Common Stock being referred to herein as "DISSENTING SHARES" and such shareholder being referred to herein as a "DISSENTING Shareholder") under the Reincorporation Merger pursuant to section 238 of the Cayman Companies Act (each a “Parent Dissenting Shareholder”) NYBCL shall be entitled to receive the securities of Purchaser in accordance with any payments pursuant to Section 2.6(a) and (b)1.8 hereof, as applicable with respect to the shares of Parent owned by such Person (“Parent Dissenting Shares”) unless and until such Person Dissenting Shareholder fails to perfect or shall have effectively otherwise irrevocably lost or withdrawn or lost such Person’s dissenters’ rights Dissenting Shareholder's right to dissent from the Plan of Merger under the Cayman Companies Act. Each Parent NYBCL, in which case such Dissenting Shareholder shall be entitled to receive only payments pursuant to Section 1.8 hereof in exchange for such Dissenting Shareholder's Dissenting Shares. With respect to Dissenting Shares, the payment resulting from rights of a Dissenting Shareholder who complies with the procedure in section 238 provisions of Section 623 of the Cayman Companies Act NYBCL shall be limited exclusively to appraisal rights provided under Section 623 of the NYBCL in exchange for such Dissenting Shareholder's Dissenting Shares; provided, however, that payments, if any, determined to be due to a Dissenting Shareholder shall be made without reduction or dilution of the Price Per Share payable to non-Dissenting Shareholders. The Company shall give Parent (i) prompt notice of any demands for appraisal of any shares of Company Common Stock, the withdrawals of such demands, and any other instrument served on the Company under the provisions of Section 623 of the NYBCL and (ii) the right to participate in all negotiations and proceedings with respect to demands for appraisal under the Parent Dissenting Shares owned by such Parent Dissenting ShareholderNYBCL. If any Parent shareholder gives to Parent, before the Required Parent Shareholder Approval is obtained at the Parent Special Meeting, written objection to the Reincorporation Merger (each, an “RC Written Objection”) in accordance with Section 238(2) of the Cayman Companies Act: (i) the Parent shall, in accordance with Section 238(4) of the Cayman Companies Act, promptly give written notice of the authorization of the Reincorporation Merger (the “RC Authorization Notice”) to each such Parent shareholder who has made a RC Written Objection, and (ii) unless the Parent and the The Company elect by agreement in writing to waive this Section 2.11, no party shall be obligated to commence the Reincorporation Merger, and the CRPM shall not be filed offer to make or make any payment with respect to any demands for appraisal without the Registrar prior written consent of Companies of the Cayman Islands, until at least twenty (20) days shall have elapsed since the date on which the RC 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, as referred to in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction or waiver of all of the conditions set forth in Section 10.1, Section 10.2 and Section 10.3Parent.

Dissenters’ Rights. No Person (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the Cayman Companies Act, SPAC Shares that are outstanding immediately prior to the SPAC Merger Effective Time and that are held by shareholders of SPAC who has validly exercised their shall have demanded properly in writing dissenters’ rights for such SPAC Shares in respect of the Reincorporation Merger pursuant to section accordance with Section 238 of the Cayman Companies Act, and otherwise complied with all of the provisions of the Cayman Companies Act (each a “Parent Dissenting Shareholder”) shall be entitled to receive the securities of Purchaser in accordance with Section 2.6(a) and (b), as applicable with respect relevant to the shares exercise and perfection of Parent owned by dissenters’ rights shall not be converted into, and such Person (“Parent Dissenting Shares”) shareholders shall have no right to receive, the applicable SPAC Consideration unless and until such Person shall have effectively withdrawn shareholder fails to perfect or lost such Person’s withdraws or otherwise loses his, her or its right to dissenters’ rights under the Cayman Companies Act. Each Parent Dissenting Shareholder Upon the exercise and perfection of dissenters’ rights pursuant to the Cayman Companies Act, such shareholder shall have the right to be entitled paid the fair value of such shareholder’s SPAC Shares and such shares shall then be cancelled by the SPAC. The SPAC Shares owned by any shareholder of SPAC who fails to receive only the payment resulting from the procedure in section perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such SPAC under Section 238 of the Cayman Companies Act with respect shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the SPAC Merger Effective Time, the right to receive the applicable SPAC Consideration, without any interest thereon. (b) Notwithstanding any provision of this Agreement to the Parent Dissenting Shares owned by such Parent Dissenting Shareholder. If any Parent shareholder gives to Parent, before the Required Parent Shareholder Approval is obtained at the Parent Special Meeting, written objection contrary and to the Reincorporation Merger (eachextent available under the BVI Companies Act, an “RC Written Objection”) if a holder of Company Shares shall have demanded properly in writing dissenters’ rights for such Company Shares in accordance with Section 238(2) 179 of the Cayman BVI Companies Act, and otherwise complied with all of the provisions of the BVI Companies Act relevant to the exercise and perfection of dissenters’ rights: (i) if such demand occurs prior to the Parent shallCompany Merger Effective Time, such Company Shares shall automatically convert at the Company Merger Effective Time into a right to receive an amount for such Company Shares calculated in accordance with Section 238(4) 179 of the Cayman BVI Companies Act, promptly give written notice of the authorization of the Reincorporation Merger Act (the “RC Authorization NoticeBVI Dissenter Consideration”) to each such Parent shareholder who has made a RC Written Objection, and); or (ii) unless if such demand occurs at or after the Parent Company Merger Effective Time, any right to receive the applicable Company Closing Consideration or the Per Share Earnout Consideration in respect of such Company Shares shall, immediately and automatically convert into the right to receive the BVI Dissenter Consideration. For the avoidance of doubt, in each case, the holders of such Company Shares shall have no right to receive the applicable Company Closing Consideration or the Per Share Earnout Consideration; provided, that if any holder of Company Shares fails to perfect or effectively withdraws or otherwise loses his, her or its rights to appraisal of such Company Shares under Section 179 of the BVI Companies Act, such Company Shares shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Company Merger Effective Time, the right to receive the applicable Company Closing Consideration and, if applicable, the Per Share Earnout Consideration, without any interest thereon, upon surrender, if applicable, in the manner provided in Section 3.03(b), of the Certificate or Certificates that formerly evidenced such Company Shares. (c) Prior to SPAC Merger Date or the Closing Date, as applicable, each of SPAC and the Company elect shall give the other (i) prompt notice of any demands for dissenters’ rights received by agreement in writing to waive this Section 2.11, no such party shall be obligated to commence the Reincorporation Mergerand any withdrawals of such demands, and (ii) the CRPM shall not be filed opportunity to participate in all negotiations and proceedings with the Registrar of Companies of respect to demands for dissenters’ rights under the Cayman Islands, until at least twenty (20) days shall have elapsed since the date on which the RC 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 or BVI Companies Act, as referred to in Section 239(1) applicable. Each of SPAC, Holdings, and the Company shall not, except with the prior written consent of the Cayman Companies Act)other, but in make any event subject payment with respect to the satisfaction any demands for appraisal or waiver of all of the conditions set forth in Section 10.1, Section 10.2 and Section 10.3offer to settle or settle any such demands.

Dissenters’ Rights. No Person Notwithstanding any provision of this Agreement to the contrary and to the extent available under the Cayman Companies Act, Purchaser Ordinary Shares that are outstanding immediately prior to the Second Merger Effective Time and that are held by Persons who has validly exercised their shall have demanded properly in writing dissenters’ rights for such Purchaser Ordinary Shares in respect of the Reincorporation Merger pursuant to section 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 (each a the “Parent Purchaser Dissenting ShareholderShares” and the holders of such Purchaser Dissenting Shares being the “Purchaser Dissenting Shareholders”) shall be entitled cancelled and cease to receive exist at the securities Second Merger Effective Time and shall thereafter represent only the right to be paid the fair value of such Purchaser in accordance with Dissenting Shares and such other rights pursuant to Section 2.6(a) 238 of the Cayman Companies Act and (b)shall not be converted into, as and such Purchaser Dissenting Shareholders shall have no right to receive, the applicable with respect to the shares of Parent owned by such Person (“Parent Dissenting Pubco Class A Ordinary Shares”) , unless and until such Person shall have effectively withdrawn shareholder fails to perfect or lost such Person’s withdraws or otherwise loses his, her or its right to dissenters’ rights under the Cayman Companies Act. Each Parent Dissenting Shareholder shall be entitled Purchaser Ordinary Shares owned by any shareholder of Purchaser who fails to receive only the payment resulting from the procedure in section 238 of perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights pursuant to the Cayman Companies Act with respect shall be cancelled and converted into, and to have become exchangeable for, as of the Second Merger Effective Time, the right to receive the applicable Pubco Class A Ordinary Shares pursuant to Section 2.2, without any interest thereon. Prior to the Parent Dissenting Shares owned Closing, Xxxxxxxxx shall give the Company prompt notice of any demands for dissenters’ rights received by Xxxxxxxxx and any withdrawals of such Parent Dissenting Shareholderdemands. If any Parent shareholder of Purchaser gives to ParentPurchaser, before the Required Parent Shareholder Approval is obtained at the Parent Special Purchaser Shareholder Meeting, written objection to the Reincorporation Second Merger (each, an a “RC Written Objection”) in accordance with Section 238(2) of the Cayman Companies Act: Act (i) the Parent Purchaser shall, in accordance with Section 238(4) of the Cayman Companies Act, promptly give written notice of the authorization of the Reincorporation Second Merger (the “RC Authorization Notice”) to each such Parent shareholder of Purchaser who has made a RC Written Objection, and and (ii) unless the Parent Purchaser and the Company elect by agreement in writing to waive this Section 2.11may, no party shall be obligated to commence but are not obliged to, delay the Reincorporation Merger, commencement of the Closing and the CRPM shall not be filed filing of the Second Merger Documents with the Registrar of Companies of the Cayman IslandsRegistrar, until at least twenty (20) days shall have elapsed since the date on which the RC 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, as referred to in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction or waiver of all of the conditions set forth in Section 10.19.1, Section 10.2 9.2 and Section 10.39.3.

Dissenters’ Rights. (a) Each certificate formerly representing Parent Common Stock (“Dissenting Shares”) owned by the holders of Parent Common Stock who have validly exercised and not effectively withdrawn or lost their appraisal rights pursuant to Section 262 of the DGCL (“Dissenting Stockholders”) shall thereafter represent only the right to receive the applicable payments set forth in this Section 1.12, unless and until such Dissenting Stockholder effectively withdraws its demand for, or loses its rights to, appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares. No Person person who has validly exercised their dissenters’ appraisal rights in respect pursuant to Section 262 of the Reincorporation Merger pursuant to section 238 of the Cayman Companies Act (each a “Parent Dissenting Shareholder”) DGCL shall be entitled to receive any portion of the securities of Purchaser in accordance with Section 2.6(a) and (b), as applicable merger consideration with respect to the shares of Parent Dissenting Shares owned by such Person (“Parent Dissenting Shares”) Stockholder unless and until such Person Dissenting Stockholder shall have effectively withdrawn or lost such Person’s dissenters’ their appraisal rights under the Cayman Companies ActDGCL. Each Parent Dissenting Shareholder Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in section 238 Section 262 of the Cayman Companies Act DGCL with respect to the Parent Dissenting Shares owned by such Parent Dissenting ShareholderStockholder. If any Parent shareholder gives to Parent, before Pubco shall give the Required Parent Shareholder Approval is obtained at Chart Representative and the Parent Special Meeting, written objection to the Reincorporation Merger (each, an “RC Written Objection”) in accordance with Section 238(2) of the Cayman Companies Act: Members’ Representative (i) the Parent shall, in accordance with Section 238(4) of the Cayman Companies Act, promptly give written prompt notice of the authorization any written demands for appraisal, attempted withdrawals of the Reincorporation Merger (the “RC Authorization Notice”) such demands, and any other instruments served pursuant to each such applicable Laws that are received by Pubco or Parent shareholder who has made a RC Written Objection, and Surviving Subsidiary relating to any Dissenting Stockholder’s rights of appraisal and (ii) unless the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. Pubco and Parent Surviving Subsidiary shall not, except with the prior written consent of the Chart Representative and the Company elect by agreement Members’ Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. (b) Each Member hereby waives any dissenter’s rights or appraisal rights that it might otherwise have in writing to waive this Section 2.11, no party shall be obligated to commence the Reincorporation Merger, and the CRPM shall not be filed connection with the Registrar of Companies Company Merger or the other transactions contemplated by this Agreement under the LLC Act (whether pursuant to Section 18-210 thereof or otherwise), or pursuant to the Company’s Limited Liability Company Agreement or other agreement. Each of the Cayman Islands, until at least twenty (20) days shall have elapsed since Members agrees that it considers the date on which consideration payable for the RC Authorization Notice is given (being Company Units to represent the period allowed fair value for written notice of an election to dissent under Section 238(5) of the Cayman Companies Act, as referred to in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction or waiver of all of the conditions set forth in Section 10.1, Section 10.2 and Section 10.3such Company Units.

Dissenters’ Rights. (a) No Person who has validly exercised their dissenters’ rights in respect of the Reincorporation Merger pursuant to section 238 of the Cayman BVI Companies Act (each a “Parent Dissenting Shareholder”) shall be entitled to receive the securities of Purchaser in accordance with applicable PubCo Ordinary Shares under Section 2.6(a3.2(c) and (b), as applicable with respect to the shares of Parent SPAC Dissenting Shares owned by such Person (“Parent SPAC Dissenting Shares”) Shareholder unless and until such Person SPAC Dissenting Shareholder shall have have, prior to the SPAC Merger Effective Time, effectively withdrawn or lost such Person’s their dissenters’ rights under the Cayman BVI Companies Act. Each Parent SPAC Dissenting Shareholder shall be entitled to receive only the payment resulting from the procedure set forth in section 238 of the Cayman BVI Companies Act with respect to the Parent SPAC Dissenting Shares owned by such Parent SPAC Dissenting Shareholder. If SPAC shall give the Company Parties (i) prompt notice of any Parent shareholder gives to Parentnotices of objection, before the Required Parent Shareholder Approval is obtained at the Parent Special Meetingnotices of dissent, written demands for appraisal, demands for fair value, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by SPAC relating to any SPAC Dissenting Shareholder’s rights of dissent under the BVI Companies Act and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the BVI Companies Act. SPAC shall not, except with the prior written consent of DoubleDragon, 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. (b) In the event that any written notices of objection to the Reincorporation SPAC Merger (each, an “RC Written Objection”) in accordance with Section 238(2) are served by any SPAC Shareholders pursuant section 179 of the Cayman Companies Act: (i) the Parent shall, in accordance with Section 238(4) of the Cayman BVI Companies Act, promptly give SPAC shall serve written notice of the authorization and approval of this Agreement, the Plan of Merger and the SPAC Merger on such shareholders pursuant to section 179 of the Reincorporation Merger (the “RC Authorization Notice”) to each such Parent shareholder who has made a RC Written Objection, and (ii) unless the Parent and the Company elect by agreement in writing to waive this Section 2.11, no party shall be obligated to commence the Reincorporation Merger, and the CRPM shall not be filed with the Registrar of BVI Companies of the Cayman Islands, until at least Act within twenty (20) days of obtaining the Required SPAC Shareholder Approval, provided, that prior to serving any such notice, SPAC shall have elapsed since the date on which the RC Authorization Notice is given (being the period allowed for written consult with DoubleDragon with respect to such notice of an election and shall afford DoubleDragon a reasonable opportunity to dissent under Section 238(5) of the Cayman Companies Act, as referred to in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction or waiver of all of the conditions set forth in Section 10.1, Section 10.2 and Section 10.3comment thereon.

Dissenters’ Rights. No Notwithstanding any provision of this Agreement to the contrary and to the extent available under the Cayman Companies Act, no Person who has validly exercised their dissenters’ rights in respect of the Reincorporation Merger Reorganization pursuant to section Section 238 of the Cayman Companies Act (each a “Parent Squirrel HoldCo Dissenting ShareholderShareholders”) shall be entitled to receive the securities of Purchaser Parent Ordinary Shares in accordance with Section 2.6(a) and (b1.2(a), as applicable with respect to the shares of Parent Squirrel HoldCo Ordinary Shares owned by such Person (“Parent Squirrel HoldCo Dissenting Shares”) unless and until such Person shall have effectively withdrawn withdrawn, waived or lost such Person’s dissenters’ rights under the Cayman Companies Act. Each Parent Squirrel HoldCo Dissenting Shareholder shall be entitled to receive only the payment resulting from the procedure in section Section 238 of the Cayman Companies Act with respect to the Parent Squirrel HoldCo Dissenting Shares owned by such Parent Squirrel HoldCo Dissenting Shareholder, and the Squirrel HoldCo Dissenting Shares shall be cancelled and cease to exist at the Reorganization Effective Time. For the avoidance of doubt, all Squirrel HoldCo Dissenting Shares held by a Squirrel HoldCo Dissenting Shareholder who shall have not exercised or who effectively shall have withdrawn or lost his/her/its dissenter rights under Section 238 of the Cayman Companies Act shall thereupon not be Squirrel HoldCo Dissenting Shares and shall be cancelled and cease to exist at the Reorganization Effective Time, in exchange for the right to receive Parent Ordinary Shares in accordance with Section 1.2(a). If any Parent shareholder of Squirrel HoldCo gives to ParentSquirrel HoldCo, before the Required Parent Squirrel HoldCo Shareholder Approval is obtained at the Parent Special Meetingobtained, written objection to the Reincorporation Merger Reorganization (each, an a “RC Reorganization Written Objection”) in accordance with Section 238(2) of the Cayman Companies Act: (i) the Parent , Squirrel HoldCo shall, in accordance with Section 238(4) of the Cayman Companies Act, promptly give written notice of the authorization of the Reincorporation Merger Reorganization (the “RC Reorganization Authorization Notice”) to each such Parent Squirrel HoldCo shareholder who has made a RC Reorganization Written Objection, and (ii) unless the Parent and the Company elect by agreement in writing to waive this Section 2.11, no party shall be obligated to commence the Reincorporation Merger, and the CRPM shall not be filed with the Registrar of Companies of the Cayman Islands, until at least twenty (20) days shall have elapsed since the date on which the RC 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, as referred to in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction or waiver of all of the conditions set forth in Section 10.1, Section 10.2 and Section 10.3.

Dissenters’ Rights. No Person who has validly exercised their dissenters’ rights Notwithstanding anything in respect this Agreement to the contrary, if any Dissenting Shareholder shall demand to be paid the “fair value” of its Dissenting Shares, as provided in Section 23B.13 of the Reincorporation Merger pursuant to section 238 of WBCA, such Dissenting Shares shall not be converted into or exchangeable for the Cayman Companies Act (each a “Parent Dissenting Shareholder”) shall be entitled right to receive the securities Merger Consideration (except as provided in this Section 2.10) and shall entitle such Dissenting Shareholder only to payment of Purchaser the fair value of such Dissenting Shares (plus accrued interest, if required under Section 23B.13 of the WBCA), in accordance with Section 2.6(a) and (b)23B.13 of the WBCA, as applicable with respect to the shares of Parent owned by such Person (“Parent Dissenting Shares”) unless and until such Person Dissenting Shareholder withdraws or effectively loses the right to dissent. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment of fair value of Dissenting Shares prior to the Effective Time. The Company shall give Parent notice thereof prior to the Effective Time and Parent shall have the right to participate at its own expense in all negotiations and Proceedings with respect to any such demands. If any Dissenting Shareholder shall have effectively withdrawn or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such Person’s dissenters’ rights under event, the Cayman Companies Act. Each Parent Dissenting Shares held by such Dissenting Shareholder shall be entitled cancelled and converted into and represent the right to receive only the payment resulting from Merger Consideration pursuant to Section 2.08, the procedure in section 238 Company shall forward to the Shareholder Representative for distribution to the Dissenting Shareholder the portion of the Cayman Companies Act with Dissenting Shareholder Payment Amounts allocable to such Dissenting Shareholder in respect to the Parent of such Dissenting Shares owned by Shares, and such Parent Dissenting Shareholder. If any Parent shareholder gives to Parent, before the Required Parent Shareholder Approval is obtained at the Parent Special Meeting, written objection to the Reincorporation Merger (each, an “RC Written Objection”) in accordance with Section 238(2) of the Cayman Companies Act: (i) the Parent shall, in accordance with Section 238(4) of the Cayman Companies Act, promptly give written notice of the authorization of the Reincorporation Merger (the “RC Authorization Notice”) to each such Parent shareholder who has made a RC Written Objection, and (ii) unless the Parent and the Company elect by agreement in writing to waive this Section 2.11, no party shall be obligated considered to commence the Reincorporation Merger, and the CRPM shall not be filed with the Registrar of Companies of the Cayman Islands, until at least twenty (20) days shall have elapsed since the date on which the RC 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, as referred to in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction or waiver of all of the conditions set forth in Section 10.1, Section 10.2 and Section 10.3a “Shareholder” hereunder.

Dissenters’ Rights. No Person who has validly exercised their dissenters’ rights in respect of the Reincorporation Merger pursuant to section 238 of the Cayman Companies Act Law (each a “Parent Dissenting Shareholder”) shall be entitled to receive the securities of Purchaser in accordance with Section 2.6(a) and (b), as applicable with respect to the shares of Parent owned by such Person (“Parent Dissenting Shares”) unless and until such Person shall have effectively withdrawn or lost such Person’s dissenters’ rights under the Cayman Companies ActLaw. Each Parent Dissenting Shareholder shall be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Act Law with respect to the Parent Dissenting Shares owned by such Parent Dissenting Shareholder. If any Parent shareholder gives to Parent, before the Required Parent Shareholder Approval is obtained at the Parent Special Meeting, written objection to the Reincorporation Merger (each, an “RC Reincorporation Written Objection”) in accordance with Section 238(2) of the Cayman Companies ActLaw: (ia) the Parent shall, in accordance with Section 238(4) of the Cayman Companies ActLaw, promptly give written notice of the authorization of the Reincorporation Merger (the “RC Reincorporation Authorization Notice”) to each such Parent shareholder who has made a RC Reincorporation Written Objection, and (iib) unless the Parent and the Company elect by agreement in writing to waive this Section 2.112.11(b), no party shall be obligated to commence the Reincorporation Merger, and the CRPM shall not be filed with the Registrar of Companies of the Cayman Islands, until at least twenty (20) days shall have elapsed since the date on which the RC Reincorporation Authorization Notice is given (being the period allowed for written notice of an election to dissent under Section 238(5) of the Cayman Companies ActLaw, as referred to in Section 239(1) of the Cayman Companies ActLaw), but in any event subject to the satisfaction or waiver of all of the conditions set forth in Section 10.1, Section 10.2 and Section 10.3.

Dissenters’ Rights. No Person who 3.2.1 Each outstanding share of Connecticut Bancshares Common Stock the holder of which has validly exercised their dissenters’ rights in respect of perfected his right to dissent under the Reincorporation Merger pursuant to section 238 of the Cayman Companies Act (each a “Parent Dissenting Shareholder”) shall be entitled to receive the securities of Purchaser in accordance with Section 2.6(a) DGCL and (b), as applicable with respect to the shares of Parent owned by such Person (“Parent Dissenting Shares”) unless and until such Person shall have has not effectively withdrawn or lost such Person’s dissenters’ right as of the Effective Time (the “Dissenting Shares”) shall not be converted into or represent a right to receive the Merger Consolidation hereunder, and the holder thereof shall be entitled only to such rights as are granted by the DGCL. Connecticut Bancshares shall give NHSB notice upon receipt by Connecticut Bancshares of any such demands for payment of the fair value of such shares of Connecticut Bancshares Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any shareholder duly making such demand being hereinafter called a “Dissenting Shareholder”), and NHSB shall have the right to participate in all negotiations and proceedings with respect to any such demands. Connecticut Bancshares shall not, except with the prior written consent of NHSB, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Shareholder as may be necessary to perfect appraisal rights under the Cayman Companies ActDGCL. Each Parent Any payments made in respect of Dissenting Shares shall be made by NEWCO. 3.2.2 If any Dissenting Shareholder shall effectively withdraw or lose (through failure to perfect or otherwise) his right to such fair value payment at or prior to the Effective Time, such holder’s shares of Connecticut Bancshares Common Stock shall be entitled converted into a right to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Act with respect to the Parent Dissenting Shares owned by such Parent Dissenting Shareholder. If any Parent shareholder gives to Parent, before the Required Parent Shareholder Approval is obtained at the Parent Special Meeting, written objection to the Reincorporation Merger (each, an “RC Written Objection”) Consideration in accordance with Section 238(2the applicable provisions of this Agreement. If such holder shall effectively withdraw or lose (through failure to perfect or otherwise) his right to such fair value payment after the Effective Time, each share of the Cayman Companies Act: (i) the Parent shall, in accordance with Section 238(4) Connecticut Bancshares Common Stock of the Cayman Companies Act, promptly give written notice of the authorization of the Reincorporation Merger (the “RC Authorization Notice”) to each such Parent shareholder who has made a RC Written Objection, and (ii) unless the Parent and the Company elect by agreement in writing to waive this Section 2.11, no party holder shall be obligated converted into the right to commence receive the Reincorporation MergerMerger Consideration. 3.2.3 After the Effective Time, shares of Connecticut Bancshares Common Stock other than Dissenting Shares shall be no longer outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter by operation of this section be the CRPM shall not be filed with right to receive the Registrar of Companies of the Cayman Islands, until at least twenty (20) days shall have elapsed since the date on which the RC 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, Merger Consideration as referred to in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction or waiver of all of the conditions set forth in Section 10.1, Section 10.2 and Section 10.33.3.4.

Dissenters’ Rights. No Person Notwithstanding any provision of this Agreement to the contrary and to the extent available under the Cayman Companies Act, SPAC Ordinary Shares that are outstanding immediately prior to the Second Merger Effective Time and that are held by Persons who has validly exercised their shall have demanded properly in writing dissenters’ rights for such SPAC Ordinary Shares in respect of accordance with the Reincorporation Merger pursuant to section 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 (each a the “Parent SPAC Dissenting ShareholderShares” and the holders of such SPAC Dissenting Shares being the “SPAC Dissenting Shareholders”) shall be entitled cancelled and cease to receive exist at the securities Second Merger Effective Time and shall thereafter represent only the right to be paid the fair value of Purchaser in accordance with such SPAC Dissenting Shares and such other rights pursuant to Section 2.6(a) 238 of the Cayman Companies Act and (b)shall not be converted into, as and such SPAC Dissenting Shareholders shall have no right to receive, the applicable with respect to the shares of Parent owned by such Person (“Parent Dissenting Pubco Ordinary Shares”) , unless and until such Person shall have effectively withdrawn shareholder fails to perfect or lost such Person’s withdraws or otherwise loses his, her or its right to dissenters’ rights under the Cayman Companies Act. Each Parent Dissenting Shareholder shall be entitled SPAC Ordinary Shares owned by any shareholder of SPAC who fails to receive only the payment resulting from the procedure in section 238 of perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights pursuant to the Cayman Companies Act with respect shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Second Merger Effective Time, the right to receive the applicable Pubco Ordinary Shares, without any interest thereon. Prior to the Parent Dissenting Shares owned Closing, SPAC shall give the Company prompt notice of any demands for dissenters’ rights received by SPAC and any withdrawals of such Parent Dissenting Shareholderdemands. If any Parent shareholder of SPAC gives to ParentSPAC, before the Required Parent Shareholder Approval is obtained at the Parent Special Shareholder Meeting, written objection to the Reincorporation Second Merger (each, an a “RC Written Objection”) in accordance with Section 238(2) of the Cayman Companies Act: Act (i) the Parent SPAC shall, in accordance with Section 238(4) of the Cayman Companies Act, promptly give written notice of the authorization of the Reincorporation Second Merger (the “RC Authorization Notice”) to each such Parent shareholder of SPAC who has made a RC Written Objection, and and (ii) unless the Parent SPAC and the Company elect by agreement in writing to waive this Section 2.11may, no party shall be obligated to commence but is not obliged to, delay the Reincorporation Merger, commencement of the Closing and the CRPM shall not be filed filing of the Second Merger Documents with the Registrar of Companies of the Cayman Islands, until at least twenty (20) days shall have elapsed since the date on which the RC 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, as referred to in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction or waiver of all of the conditions set forth in Section 10.18.1, Section 10.2 8.2 and Section 10.38.3.

Dissenters’ Rights. No Notwithstanding any provision of this Agreement to the contrary and to the extent available under the Cayman Companies Act, no Person who has validly exercised their dissenters’ rights in respect of the Reincorporation Merger pursuant to section 238 of the Cayman Companies Act (each a “Parent Company Dissenting ShareholderShareholders”) shall be entitled to receive the securities of Purchaser Parent Ordinary Shares in accordance with Section 2.6(aSections 2.2(b) and (bd), as applicable with respect to the shares of Parent Company Ordinary Shares owned by such Person (“Parent Company Dissenting Shares”) unless and until such Person shall have effectively withdrawn withdrawn, waived or lost such Person’s dissenters’ rights under the Cayman Companies Act. Each Parent Company Dissenting Shareholder shall be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Act with respect to the Parent Company Dissenting Shares owned by such Parent Company Dissenting Shareholder, and the Company Dissenting Shares shall be cancelled and cease to exist at the Merger Effective Time. For the avoidance of doubt, all Company Dissenting Shares held by a Company Dissenting Shareholder who shall have not exercised or who effectively shall have withdrawn or lost his/her/its dissenter rights under Section 238 of the Cayman Companies Act shall thereupon not be Company Dissenting Shares and shall be cancelled and cease to exist at the Merger Effective Time, in exchange for the right to receive Parent Ordinary Shares in accordance with Section 2.2(d). If any Parent shareholder of Company gives to Parentthe Company, before the Required Parent Company Shareholder Approval is obtained at the Parent Special Company Shareholders’ Meeting, written objection to the Reincorporation Merger (each, an a “RC Merger Written Objection”) in accordance with Section 238(2) of the Cayman Companies Act: (i) the Parent , Company shall, in accordance with Section 238(4) of the Cayman Companies Act, promptly give written notice of the authorization of the Reincorporation Merger (the “RC Merger Authorization Notice”) to each such Parent Company shareholder who has made a RC Merger Written Objection, and (ii) unless the Parent and the Company elect by agreement in writing to waive this Section 2.11, no party shall be obligated to commence the Reincorporation Merger, and the CRPM shall not be filed with the Registrar of Companies of the Cayman Islands, until at least twenty (20) days shall have elapsed since the date on which the RC 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, as referred to in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction or waiver of all of the conditions set forth in Section 10.1, Section 10.2 and Section 10.3.

Dissenters’ Rights. No Person who has validly exercised their dissenters’ rights are available in respect connection with the Offer. However, if the Merger is consummated, regardless of whether the Offer is completed, each holder of Shares who fully complies with and meets all the requirements of the Reincorporation Merger pursuant to section 238 provisions of Chapter 13 of the Cayman Companies Act CGCL, which is set forth in Schedule III to this Offer to Purchase and incorporated herein by reference (each a such shareholders are referred to herein as “Parent Dissenting ShareholderQualifying Shareholders”) shall ), may have the right to require AST to purchase the holder’s Shares for cash at “fair market value.” A Qualifying Shareholder will be entitled to receive the securities of Purchaser in accordance with Section 2.6(a) and (b), as applicable with respect to the shares of Parent owned by such Person (“Parent Dissenting Shares”) unless and until such Person shall have effectively withdrawn or lost such Person’s exercise these dissenters’ rights under the Cayman Companies ActCGCL only if (a) the holders of 5% or more of the outstanding Shares properly file demands for payment of the fair market value or (b) if the Shares held by such holder are subject to any restriction on transfer imposed by AST or by any law or regulation (“Restricted Company Shares”). Each Parent Dissenting Shareholder Accordingly, if holders of 5% or more of the Shares properly file demands for payment in compliance with Chapter 13 of the CGCL, all other Qualifying Shareholders will be entitled to require AST to purchase their Shares for cash at their fair market value if the Merger is consummated. If the holders of less than 5% of the Shares properly file demands for payment in compliance with Chapter 13 of the CGCL and one or more shareholders of Restricted Company Shares properly file such a demand, only such holder or holders of Restricted Company Shares shall be entitled to receive only require AST to purchase their Shares as described in the payment resulting from preceding sentence. In addition, if immediately prior to the procedure in section 238 effective time of the Cayman Companies Act with respect Merger, the Shares are not listed on a national securities exchange certified by the California Commissioner of Corporations, holders of Shares may exercise dissenters’ rights as to the Parent Dissenting any or all of their Shares owned by entitled to such Parent Dissenting Shareholderrights. If any Parent the Merger is not consummated, no Qualifying Shareholder will be entitled to have AST purchase such holder’s Shares under Chapter 13 of the CGCL. After a shareholder gives files a demand to Parentexercise dissenters’ rights, that shareholder may not withdraw the demand without AST’s consent. Under the CGCL, the “fair market value” of the Shares may be one agreed to by AST and the Qualifying Shareholders or judicially determined, depending on the circumstances. The “fair market value” is determined as of the day before the Required Parent Shareholder Approval is obtained at the Parent Special Meeting, written objection to the Reincorporation Merger (each, an “RC Written Objection”) in accordance with Section 238(2) first announcement of the Cayman Companies Act: (i) the Parent shall, in accordance with Section 238(4) terms of the Cayman Companies Actproposed Merger, promptly give written excluding any appreciation or depreciation as a result of the Merger and subject to adjustments. The value so determined could be more or less than the Offer Price. If AST denies that a shareholder is a Qualifying Shareholder, or if a Qualifying Shareholder and AST fail to agree on the fair market value of Shares, then such shareholder demanding purchase of Shares as dissenting shares or AST may, within six months after AST mails the notice of the authorization a short-form merger pursuant to Table of Contents Section 1110 of the Reincorporation Merger (the “RC Authorization Notice”) to each such Parent shareholder who has made a RC Written Objection, and (ii) unless the Parent and the Company elect by agreement in writing to waive this Section 2.11, no party shall be obligated to commence the Reincorporation Merger, and the CRPM shall not be filed with the Registrar of Companies of the Cayman Islands, until at least twenty (20) days shall have elapsed since the date on which the RC 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, as referred to in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction or waiver of all of the conditions CGCL set forth in Section 10.1Schedule II or, Section 10.2 if applicable, the required notice that shareholders have approved the Merger, file a complaint or intervene in a pending action to determine whether the Shares are dissenting shares or the fair market value of the Shares, as applicable. The foregoing discussion of the rights of Qualifying Shareholders does not purport to be a complete statement of the procedures to be followed by shareholders desiring to exercise any available dissenters’ rights and Section 10.3is qualified in its entirety by reference to Chapter 13 of the CGCL, a copy of which is attached hereto as Schedule III.

Dissenters’ Rights. No Person (a) Notwithstanding anything in this Agreement to the contrary and to the extent available under the Cayman Islands Companies Act, all BSAQ Ordinary Shares that are issued and outstanding immediately prior to the Merger Effective Time and that are held by any BSAQ Shareholder who has shall have validly exercised and not effectively waived, withdrawn, forfeited, failed to perfect or otherwise lost their dissenters’ rights to dissent from the Merger, in respect of the Reincorporation Merger pursuant to section accordance with Section 238 of the Cayman Islands Companies Act (each a the “Parent BSAQ Dissenting ShareholderShares” and holders of BSAQ Dissenting Shares being referred to as “BSAQ Dissenting Shareholders”) shall be cancelled and cease to exist at the Merger Effective Time, shall not be entitled to receive the securities of Purchaser in accordance with applicable Company Exchange Shares under Section 2.6(a3.06(b)(i) and (b), as applicable with respect to the shares of Parent owned by such Person (“Parent Dissenting Shares”) unless and until such Person shall have effectively withdrawn or lost such Person’s dissenters’ rights under the Cayman Companies Act. Each Parent Dissenting Shareholder shall instead be entitled to receive only the payment resulting from of the procedure fair value of such BSAQ Dissenting Shares held by them determined in section accordance with Section 238 of the Cayman Islands Companies Act. (b) For the avoidance of doubt, all BSAQ Ordinary Shares held by BSAQ Dissenting Shareholders who shall have failed to exercise or who shall have effectively waived, withdrawn, forfeited, failed to perfect or otherwise lost their dissenter rights under Section 238 of the Cayman Islands Companies Act shall thereupon (i) not be deemed to be BSAQ Dissenting Shares, and (ii) be cancelled and cease to exist in exchange for, at the Merger Effective Time, the right to receive the applicable Company Exchange Shares under Section 3.06(b)(i) in the manner provided in Section 4.03. (c) BSAQ shall provide to the Company (i) reasonably prompt notice of any notices of objection or notices of dissent to the Merger or demands for appraisal under Section 238 of the Cayman Islands Companies Act received by BSAQ, attempted withdrawals of such notices, dissents or demands, and any other instruments served pursuant to the Cayman Islands Companies Act and received by BSAQ relating to the exercise of any rights to dissent from the Merger or appraisal rights and (ii) the opportunity to participate in all negotiations and proceedings with respect to any such notice of dissenter right or demand for appraisal under the Parent Dissenting Shares owned Cayman Islands Companies Act. BSAQ shall not, except with the prior written consent of the Company, make any offers or payment with respect to any exercise by a shareholder of its rights to dissent from the Merger or any demands for appraisal or offer to settle or settle any such Parent Dissenting Shareholder. If demands or approve any Parent shareholder gives to Parent, before withdrawal of any such demands. (d) In the Required Parent Shareholder Approval is obtained at the Parent Special Meeting, event that any written notice of objection to the Reincorporation Merger (each, an “RC Written Objection”) in accordance with is served on BSAQ by any BSAQ Shareholder pursuant to Section 238(2) of the Cayman Islands Companies Act: (i) , BSAQ shall give written notice of the Parent shallauthorization of the Merger to each such BSAQ Shareholder within 20 days of obtaining the BSAQ Shareholder Approval, pursuant to and in accordance with Section 238(4) of the Cayman Islands Companies Act, promptly give written notice of the authorization of the Reincorporation Merger (the “RC Authorization Notice”) to each such Parent shareholder who has made a RC Written Objection, and (ii) unless the Parent and the Company elect by agreement in writing to waive this Section 2.11, no party shall be obligated to commence the Reincorporation Merger, and the CRPM shall not be filed with the Registrar of Companies of the Cayman Islands, until at least twenty (20) days shall have elapsed since the date on which the RC 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, as referred to in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction or waiver of all of the conditions set forth in Section 10.1, Section 10.2 and Section 10.3.

Dissenters’ Rights. No Person (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the Cayman Act, Company Ordinary Shares that are outstanding immediately prior to the Company Merger Effective Time and that are held by shareholders of the Company who has have validly exercised in writing their dissenters’ rights for such Company Ordinary Shares in accordance with Section 238 of the Cayman Action, and have otherwise complied in all respects with the provisions of the Cayman Act relevant to the exercise and perfection of dissenters’ rights (collectively, the “Dissenting Company Shares”) shall not be converted into, and such stockholders shall have no right to receive, the applicable Aggregate Company Merger Consideration unless and until such stockholder withdraws or otherwise loses such dissenters’ rights (through failure to perfect such dissenters’ rights or otherwise) under the Cayman Act. From and after the Company Merger Effective Time, (A) the Dissenting Company Shares shall no longer be outstanding and shall automatically be cancelled and extinguished by virtue of the Company Merger and shall cease to exist and (B) the holders of Dissenting Company Shares shall be entitled only to such rights as may be granted to them under Section 238 of the Cayman Act and shall not be entitled to exercise any of the voting rights or other rights of a shareholder of the Company Surviving Subsidiary or any of its Affiliates (including Pubco); provided, however, that if any holder of Dissenting Company Shares effectively withdraws or loses such dissenters’ rights (through failure to perfect such dissenters’ rights or otherwise) under the Cayman Act, then the Company Ordinary Shares held by such Dissenting Company Shareholder (1) shall no longer be deemed to be Dissenting Company Shares and (2) shall be treated as if they had been converted automatically at the Company Merger Effective Time into the right to receive the applicable portion of the Company Merger Consideration pursuant to Section 3.01(a)(i) in accordance with the terms and conditions of this Agreement. Each holder of Dissenting Company Shares who becomes entitled to payment for his, her or its Dissenting Company Shares pursuant to the Cayman Act shall receive payment thereof from Company in accordance with the Cayman Act. The Company shall give Parent (prior to the Closing) or the Sponsor (after the Closing) prompt notice of any written demands for dissenters’ rights in respect of any Company Ordinary Share, attempted withdrawals of such demands and any other material developments related to any such demands and provide copies of all documents, instruments or other communications received by Company, any of its Subsidiaries or any of their respective Representatives related thereto and shall otherwise keep Parent (prior to the Reincorporation Closing) or the Sponsor (after the Closing) reasonably apprised as to the status and developments related to such matters, and Parent (prior to the Closing) or the Sponsor (after the Closing) shall have the opportunity to participate in all negotiations and proceedings with respect to all such demands. The Company shall not, except with the prior written consent (not to be unreasonably withheld, conditioned or delayed) of Parent (prior to the Closing) or the Sponsor (after the Closing), make any payment or deliver any consideration (including Pubco Ordinary Shares) with respect to, settle or offer or agree to settle any such demands. (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 pursuant to section 238 Effective Time and that are held by stockholders of Parent who shall have neither voted in favor of the Cayman Companies Act 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 (each a “Dissenting Parent Dissenting ShareholderShares”) shall not be entitled converted into, and such stockholders shall have no right to receive the securities receive, shares of Purchaser Pubco Common Stock in accordance with Section 2.6(a) and (b), as applicable with respect to the shares terms of Parent owned by such Person (“Parent Dissenting Shares”) this ARTICLE III unless and until such Person shall have 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 withdrawn withdraws or lost such Person’s otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Parent Common Stock under the Cayman Companies Act. Each Parent Dissenting Shareholder DGCL, shall thereupon be entitled deemed to receive only the payment resulting from the procedure in section 238 have been converted into, and to have become exchangeable for, as of the Cayman Companies Act with respect to the Parent Dissenting Shares owned by such Parent Dissenting Shareholder. If Effective Time, shares of Pubco Common Stock, without any Parent shareholder gives to Parent, before the Required Parent Shareholder Approval is obtained at the Parent Special Meeting, written objection to the Reincorporation Merger (each, an “RC Written Objection”) in accordance with Section 238(2) of the Cayman Companies Act: (i) the Parent shallinterest thereon, in accordance with Section 238(4) the terms of the Cayman Companies Act, promptly give written notice of the authorization of the Reincorporation Merger (the “RC Authorization Notice”) to each such Parent shareholder who has made a RC Written Objection, and (ii) unless the Parent and the Company elect by agreement in writing to waive this Section 2.11, no party shall be obligated to commence the Reincorporation Merger, and the CRPM shall not be filed with the Registrar of Companies of the Cayman Islands, until at least twenty (20) days shall have elapsed since the date on which the RC 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, as referred to in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction or waiver of all of the conditions set forth in Section 10.1, Section 10.2 and Section 10.3ARTICLE III.

Dissenters’ Rights. No Person (a) Any dissenting shareholder of SL Bancorp who has validly exercised their dissentersvotes against the approval of the principal terms of the Newco Merger and otherwise properly exercises such shareholders’ rights in respect of the Reincorporation Merger pursuant to section 238 of the Cayman Companies Act under CGCL Chapter 13 (each a “Parent Dissenting Shareholder”) shall be entitled to receive be paid the securities value of Purchaser in accordance with Section 2.6(a) and (b), as applicable with respect to the such shareholder’s shares of Parent owned by such Person SL Bancorp Common Stock as provided in CGCL Chapter 13 (“Parent Dissenting Dissenters’ Shares”) unless and until such Person shall have effectively withdrawn or lost such Person’s dissenters’ rights not be entitled to any portion of the Newco Merger consideration in respect thereof provided for under the Cayman Companies Act. Each Parent Dissenting Shareholder Section 2.03, and shall be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Act provided for by CGCL Chapter 13 with respect to the Parent such Dissenters’ Shares, unless and until such Dissenting Shares owned by Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such Parent Dissenting Shareholder. ’s right to dissent from the Newco Merger under CGCL Chapter 13. (b) If any Parent shareholder gives Dissenting Shareholder shall fail to Parentperfect or shall have effectively withdrawn or lost such right to dissent, before each share of SL Bancorp Common Stock of such Dissenting Shareholder shall be converted into the Required Parent Shareholder Approval is obtained at right to receive the Parent Special Meeting, written objection to the Reincorporation Per Share Merger (each, an “RC Written Objection”) in accordance with Section 238(2) of the Cayman Companies Act:Consideration. (ic) SL Bancorp shall give Xxxxxxxxx prompt notice upon receipt by SL Bancorp of any written demands for dissenters’ rights, withdrawal of such demands, and any other documents received or instruments served relating to Dissenters’ Shares and shall give Xxxxxxxxx the Parent shallopportunity to direct all negotiations and proceedings with respect to such demands. SL Bancorp shall not voluntarily make any payment with respect to any demands for dissenters’ rights and shall not, in accordance except with Section 238(4) the prior written consent of Xxxxxxxxx, settle or offer to settle such demands. Each holder of Dissenters’ Shares who becomes entitled to payment for his or her Dissenters’ Shares shall receive payment therefore from SL Bancorp or the Cayman Companies ActSurviving Corporation, promptly give written notice of the authorization of the Reincorporation Merger (the “RC Authorization Notice”) to each and such Parent shareholder who has made a RC Written Objection, and (ii) unless the Parent and the Company elect by agreement in writing to waive this Section 2.11, no party Dissenters’ Shares shall be obligated to commence the Reincorporation Merger, and the CRPM shall not be filed with the Registrar of Companies of the Cayman Islands, until at least twenty (20) days shall have elapsed since the date on which the RC 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, as referred to in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction or waiver of all of the conditions set forth in Section 10.1, Section 10.2 and Section 10.3cancelled.

Dissenters’ Rights. No Person Holders of shares of Company Common Stock who has validly exercised their dissenters’ have complied with all the requirements for perfecting appraisal rights for such shares as required under Oregon Law ("DISSENTING SHAREHOLDERS") shall not be entitled to any Merger Consideration under this Agreement with respect to such shares notwithstanding the above provisions of this Article I, and in respect of the Reincorporation Merger pursuant to section 238 of the Cayman Companies Act (each a “Parent Dissenting Shareholder”) lieu thereof shall be entitled to receive from the securities Surviving Corporation whatever is determined to be due to them under Oregon Law with respect to such shares (the "DISSENTING SHARES"); provided, however, that Dissenting Shares outstanding at the Effective Time and held by a Dissenting Shareholder who shall after the Effective Time withdraw such Dissenting Shareholder's demand for appraisal or lose such Dissenting Shareholder's right of Purchaser appraisal as provided by Oregon Law shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration that would otherwise have been payable in accordance respect thereof under, and on the terms and conditions set forth in, this Agreement as if no dissent had been made. Promptly after execution and delivery of this Agreement, the Company shall take such actions as are necessary to comply with Section 2.6(a) the requirements of ORS 60.567 of Oregon Law and (b)shall use reasonable best efforts to ensure that the deadline under ORS 60.571 of Oregon Law for demands for appraisal in respect of the Merger shall have expired prior to the Effective Time. Prior to the Effective Time, the Company will not settle any demand with respect to any Dissenting Shares without the consent of Parent, which consent shall not be unreasonably withheld. The Company shall give notice to Parent promptly after it is notified that any shareholder of the Company has elected or attempted to exercise appraisal rights. Notwithstanding anything in Article VIII to the contrary, all amounts paid by the Surviving Corporation to any Dissenting Shareholder pursuant to a judgment in or settlement of a proceeding relating to Dissenting Shares in excess of the Merger Consideration which would have been paid to such Dissenting Shareholder had such Dissenting Shareholder not dissented shall constitute losses for which Parent is entitled to indemnification from the Escrow Consideration. Nothing in this Agreement is intended or shall be construed as applicable an agreement or admission that any statutory appraisal rights are or may be available with respect to the shares of Parent owned by such Person (“Parent Dissenting Shares”) unless and until such Person shall have effectively withdrawn or lost such Person’s dissenters’ rights under the Cayman Companies Act. Each Parent Dissenting Shareholder shall be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Act with respect to the Parent Dissenting Shares owned by such Parent Dissenting Shareholder. If any Parent shareholder gives to Parent, before the Required Parent Shareholder Approval is obtained at the Parent Special Meeting, written objection to the Reincorporation Merger (each, an “RC Written Objection”) in accordance with Section 238(2) of the Cayman Companies Act: (i) the Parent shall, in accordance with Section 238(4) of the Cayman Companies Act, promptly give written notice of the authorization of the Reincorporation Merger (the “RC Authorization Notice”) to each such Parent shareholder who has made a RC Written Objection, and (ii) unless the Parent and the Company elect by agreement in writing to waive this Section 2.11, no party shall be obligated to commence the Reincorporation Merger, and the CRPM shall not be filed with the Registrar of Companies of the Cayman Islands, until at least twenty (20) days shall have elapsed since the date on which the RC 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, as referred to in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction or waiver of all of the conditions set forth in Section 10.1, Section 10.2 and Section 10.3transactions contemplated hereby.

Dissenters’ Rights. No Person who has validly exercised their (i) Prior to the SPAC Merger Effective Time, SPAC shall give the Company (A) prompt written notice of any demands for dissenters’ rights in received by SPAC and any withdrawals of such demands and (B) the opportunity to direct all negotiations and proceedings with respect to any such notice or demand for dissenters’ rights. Subject at all times to the Cayman Companies Act, SPAC shall not, except with the prior written consent of the Reincorporation Merger Company, make any offers or payments or otherwise agree or commit to make any payment or provide any other consideration with respect to any exercise by a SPAC Shareholder of dissenters’ rights pursuant to section 238 of the Cayman Companies Act (each a “Parent Dissenting Shareholder”) shall be entitled or any demands for appraisal, or settle or offer to receive the securities settle or agree or commit to settle any such demands, or approve any withdrawal of Purchaser in accordance with Section 2.6(a) and (b), as applicable with respect to the shares of Parent owned by any such Person (“Parent Dissenting Shares”) unless and until such Person shall have effectively withdrawn or lost such Person’s dissenters’ rights under the Cayman Companies Act. Each Parent Dissenting Shareholder shall be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Act with respect to the Parent Dissenting Shares owned by such Parent Dissenting Shareholder. or demands. (ii) If any Parent shareholder gives SPAC Shareholder delivers to ParentSPAC, before the Required Parent Shareholder Approval is obtained vote on the SPAC Merger at the Parent Special SPAC Shareholders Meeting, a written objection to the Reincorporation SPAC Merger (each, an “RC Written Objection”) in accordance with Section 238(2) of the Cayman Companies Act:Act (each, a “Written Objection”): (iA) the Parent SPAC shall, in accordance with Section 238(4) of the Cayman Companies Act, promptly give written notice of the authorization of the Reincorporation SPAC Merger (the “RC Authorization Notice”) to each such Parent shareholder SPAC Shareholder who has made a RC Written Objection, ; and (iiB) unless the Parent SPAC and the Company elect by agreement in writing to waive this Section 2.112.01(f)(ii)(B), no party Party shall be obligated to commence the Reincorporation SPAC Merger, and the CRPM SPAC Merger Filing Documents shall not be filed with the Registrar of Companies of the Cayman IslandsRegistrar, until at least twenty (20) 20 days shall have elapsed since the date on which the RC 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, as referred to in Section 239(1) of the Cayman Companies Act), but in any event subject to the satisfaction or waiver of all of the conditions set forth in Section 10.1, Section 10.2 and Section 10.3Article VIII hereof.