Common use of Dissenters’ Rights Clause in Contracts

Dissenters’ Rights. Any Person who otherwise would be deemed a holder of Dissenting Shares (a “Dissenting Shareholder”) shall not be entitled to receive the applicable Merger Consideration (or cash in lieu of fractional shares) with respect to the Dissenting Shares unless and until such Person shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to dissent from the Merger under the provisions of Section 607.1301 through 607.1340 of the FBCA (the “Dissenter Provisions”). Each Dissenting Shareholder shall be entitled to receive only the payment provided by the Dissenter Provisions with respect to shares of Professional Common Stock owned by such Dissenting Shareholder. The Company shall give SBC (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company relating to shareholders’ rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the Dissenter Provisions. The Company shall not, except with the prior written consent of SBC, voluntarily make any payment with respect to any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Any Person who otherwise would be deemed a holder of No Dissenting Shares (a “Dissenting Shareholder”) Securityholder shall not be entitled to receive the applicable any Merger Consideration (or cash in lieu of fractional shares) with respect pursuant to the Dissenting Shares this Article IV unless and until such Person thereof shall have failed to perfect or shall have effectively withdrawn or lost such holder’s Person's right to dissent from the Merger under the provisions of Section 607.1301 through 607.1340 of the FBCA (the “Dissenter Provisions”). Each DGCL, and any Dissenting Shareholder Securityholder shall be entitled to receive only the payment provided by Section 262 of the Dissenter Provisions DGCL with respect to shares of Professional Common Stock Company Securities owned by such Dissenting ShareholderSecurityholder. If any Person who otherwise would be deemed a Dissenting Securityholder shall have failed to perfect or shall have effectively withdrawn or lost the right to dissent with respect to any Company Securities, such Company Securities shall immediately become Non-Election Shares. The Company shall give SBC Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law law received by the Company relating to shareholders’ stockholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand demands for appraisal under the Dissenter ProvisionsDGCL. The Company shall not, except with the prior written consent of SBCParent, voluntarily make any payment with respect to any demands for appraisals appraisal of Dissenting SharesSecurities, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Any Person who otherwise would be deemed a holder Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock outstanding immediately prior to the Effective Time and constituting "dissenting shares" (as defined in Section 1300 of the CGCL) ("Dissenting Shares (a “Dissenting Shareholder”) Shares"), shall not be entitled converted into the right to receive the applicable Merger Consideration (or cash Consideration, as provided in lieu of fractional shares) with respect to the Dissenting Shares Section 2.3 hereof, unless and until such Person shall have failed holder fails to perfect or shall have effectively withdrawn withdraws or lost such holder’s otherwise loses his or her right to dissent from appraisal and payment under the CGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses his or her right to appraisal, such Dissenting Shares thereupon shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger under the provisions of Section 607.1301 through 607.1340 of the FBCA (the “Dissenter Provisions”). Each Dissenting Shareholder shall be entitled Consideration to receive only the payment provided by the Dissenter Provisions with respect to shares of Professional Common Stock owned by which such Dissenting Shareholderholder is entitled, without interest thereon. The Company shall give SBC Parent (i) prompt written notice of any written demands received by the Company for appraisalappraisal of any shares of Company Common Stock, attempted withdrawals of such demands, demands and any other instruments served served, pursuant to applicable Law law received by the Company relating to shareholders’ dissenters' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal dissenters under the Dissenter ProvisionsCGCL. The Company shall not, except with without the prior written consent of SBCParent, voluntarily make any payment with respect to any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Any Person who otherwise would No Dissenting Shareholder shall be deemed a holder of Dissenting Shares (a “Dissenting Shareholder”) shall not be ------------------ entitled to receive any portion of the applicable Merger Consideration (or cash in lieu of fractional shares) with respect shares thereof or any dividends or other distributions pursuant to the Dissenting Shares this Article IV unless and until such Person Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s 's right to dissent from the Merger under the provisions of Section 607.1301 through 607.1340 of the FBCA (the “Dissenter Provisions”). Each OGCL, and any Dissenting Shareholder shall be entitled to receive only the payment provided by Sections 1701.85 et seq. of the Dissenter Provisions -- --- OGCL with respect to shares of Professional Common Stock Shares owned by such Dissenting Shareholder. If any Person who otherwise would be deemed a Dissenting Shareholder shall have failed to properly perfect or shall have effectively withdrawn or lost the right to dissent with respect to any Shares, such Shares shall thereupon be treated as though such Shares had been converted into the right to receive the Merger Consideration with respect to such Shares as provided in this Article IV. The Company shall give SBC Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law law received by the Company relating to shareholders’ shareholders rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the Dissenter ProvisionsOGCL. The Company shall not, except with the prior written consent of SBCParent, voluntarily make any payment with respect to any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Any Person who otherwise would be deemed a holder of Dissenting Notwithstanding anything in this Agreement to the contrary, Dissenters’ Shares (a “Dissenting Shareholder”) shall not be entitled converted into the right to receive Merger Consideration, as provided in Section 3.01(c), but rather the applicable Merger Consideration (or cash in lieu holders of fractional shares) with respect to the Dissenting Dissenters’ Shares unless and until such Person shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to dissent from the Merger under the provisions of Section 607.1301 through 607.1340 of the FBCA (the “Dissenter Provisions”). Each Dissenting Shareholder shall be entitled to payment of the fair value of such Dissenters’ Shares in accordance with Section 262 of the DGCL; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive only payment of fair value under Section 262 of the payment DGCL, then the right of such holder to be paid the fair value of such holder’s Dissenters’ Shares shall cease and such Dissenters’ Shares shall be treated as if they had been converted as of the Effective Time into the right to receive Merger Consideration, without any interest thereon, as provided by the Dissenter Provisions with respect to shares of Professional Common Stock owned by such Dissenting Shareholderin Section 3.01(c). The Company shall give SBC (i) provide prompt notice to Parent of any written demands received by the Company for appraisalappraisal of any Shares, attempted withdrawals of any such demands, demands and any other instruments served pursuant documents received in connection with any assertion of rights to applicable Law received by payment of fair value under Section 262 of the Company relating DGCL, and Parent shall have the right to shareholders’ rights of appraisal participate in and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the Dissenter Provisionssuch demands. The Company shall not, except with the prior written consent of SBCParent, voluntarily make any payment with respect to any demands for appraisals of Dissenting Sharesto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree to do any of the foregoing.

Dissenters’ Rights. Any Person who otherwise would be deemed a holder of Dissenting Shares (a “Dissenting Shareholder”) shall not be entitled to receive the applicable Merger Consideration (or cash in lieu of fractional shares) with respect to the Dissenting Shares unless and until such Person shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to dissent from the Merger under the provisions of Section 607.1301 through 607.1340 of the FBCA (the “Dissenter Provisions”). Each Dissenting Shareholder shall be entitled to receive only the payment provided by the Dissenter Provisions with respect to shares of Professional Sabal Palm Common Stock owned by such Dissenting Shareholder. The Company shall give SBC (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company relating to shareholders’ rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the Dissenter Provisions. The Company shall not, except with the prior written consent of SBC, voluntarily make any payment with respect to any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Any Person who otherwise would be deemed a holder of Dissenting Shares (a “Common Stockholder or Dissenting Shareholder”) Series A Stockholder shall not be entitled to receive the applicable Common Stock Merger Consideration (or cash in lieu of fractional shares) Series A Merger Consideration, as applicable, with respect to the Dissenting Shares shares of Common Stock or Series A Stock owned by such Person unless and until such Person shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to dissent from the Merger under the provisions of Section 607.1301 through 607.1340 of the FBCA (the “Dissenter Provisions”)DGCL. Each Dissenting Shareholder Common Stockholder and each Dissenting Series A Stockholder, as the case may be, shall be entitled to receive only the payment provided by Section 262 of the Dissenter Provisions DGCL with respect to the shares of Professional Common Stock and/or Series A Stock owned by such Dissenting ShareholderCommon Stockholder or Dissenting Series A Stockholder, as the case may be, and as to which dissenters’ rights have been properly perfected. The Company shall give SBC Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company relating to shareholdersstockholders’ rights of appraisal appraisal, and (ii) the opportunity to direct all negotiations and proceedings with respect to demand demands for appraisal under the Dissenter ProvisionsDGCL. The Company shall not, except with the prior written consent of SBCParent, voluntarily make any payment with respect to any demands for appraisals of Dissenting Common Shares or Dissenting Series A Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Any Person who otherwise would be deemed a holder of Dissenting Notwithstanding anything in this Agreement to the contrary, Dissenters' Shares (a “Dissenting Shareholder”) shall not be entitled to receive the applicable converted into Merger Consideration (or cash as provided in lieu Section 3.01(c), but rather the holders of fractional shares) with respect to the Dissenting Dissenters' Shares unless and until such Person shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to dissent from the Merger under the provisions of Section 607.1301 through 607.1340 of the FBCA (the “Dissenter Provisions”). Each Dissenting Shareholder shall be entitled to payment of the fair value of such Dissenters' Shares in accordance with Section 262 of the DGCL; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive only payment of fair value under Section 262 of the payment DGCL, then the right of such holder to be paid the fair value of such holder's Dissenters' Shares shall cease and such Dissenters' Shares shall be treated as if they had been converted as of the Effective Time into Merger Consideration as provided by the Dissenter Provisions with respect to shares of Professional Common Stock owned by such Dissenting Shareholderin Section 3.01(c). The Company shall give SBC (i) provide prompt notice to Parent of any written demands received by the Company for appraisalappraisal of any shares of Company Common Stock, attempted withdrawals of any such demands, demands and any other instruments served pursuant documents received in connection with any assertion of rights to applicable Law received by payment of fair value under Section 262 of the Company relating DGCL, and Parent shall have the right to shareholders’ rights of appraisal participate in and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the Dissenter Provisionssuch demands. The Company shall not, except with the prior written consent of SBCParent, voluntarily make any payment with respect to any demands for appraisals of Dissenting Sharesto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree to do any of the foregoing.

Dissenters’ Rights. Any Person who otherwise would be deemed a holder of Dissenting Shares (a “Dissenting Shareholder”) shall not be entitled to receive the applicable Merger Consideration (or cash in lieu of fractional shares) with respect to the Dissenting Shares unless and until such Person shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to dissent from the Merger under the provisions of Section 607.1301 through 607.1340 of the FBCA (the “Dissenter Provisions”). Each Dissenting Shareholder shall be entitled to receive only the payment provided by the Dissenter Provisions with respect to shares of Professional Business Bank Common Stock owned by such Dissenting Shareholder. The Company Business Bank shall give SBC (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company Business Bank relating to shareholders’ rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the Dissenter Provisions. The Company Business Bank shall not, except with the prior written consent of SBC, voluntarily make any payment with respect to any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Any Person who otherwise would be deemed a holder Notwithstanding any other provision of this Agreement to the contrary, Dissenting Shares (a “Dissenting Shareholder”) shall not be converted into or represent the right to receive the Merger Consideration. Dissenting Stockholders shall be entitled to receive payment of the applicable Merger Consideration (or cash fair value of such shares in lieu accordance with Section 262 of fractional shares) with respect to the DGCL, except that all Dissenting Shares unless and until such Person held by Dissenting Stockholders who shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights to dissent under such holder’s Section 262 of the DGCL shall thereupon be deemed to have been converted into and to represent only the right to dissent from receive, as of the Effective Time, the Merger under the provisions of Section 607.1301 through 607.1340 Consideration, without any interest thereon, upon surrender of the FBCA (the “Dissenter Provisions”). Each Dissenting Shareholder shall be entitled to receive only the payment provided by the Dissenter Provisions with respect to shares of Professional Common Stock owned by Certificates evidencing such Dissenting ShareholderShares. The Company shall give SBC Parent (i) prompt notice of any written demands for appraisalfair value received by the Company, attempted withdrawals of such demands, and any other related instruments served pursuant to applicable Law the DGCL and received by the Company relating to shareholders’ rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand demands for appraisal fair value under the Dissenter ProvisionsDGCL. The Company shall not, except with the prior written consent of SBCParent, voluntarily make any payment with respect to any demands for appraisals of fair value for Dissenting Shares, Shares or offer to settle settle, or settle any such demands or approve any withdrawal of settle, any such demands.

Dissenters’ Rights. Any Person who otherwise would be deemed a holder of Dissenting Shares (a “Dissenting Shareholder”) Stockholder shall not be entitled to receive the applicable Merger Consideration (or cash in lieu of fractional shares) with respect to the Dissenting Company Shares owned by such Person unless and until such Person shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to dissent from the Merger under the provisions of Section 607.1301 through 607.1340 of the FBCA (the “Dissenter Provisions”)DGCL. Each Dissenting Shareholder Stockholder shall be entitled to receive only the payment provided by Section 262 of the Dissenter Provisions DGCL with respect to shares of Professional Common Stock Company Shares owned by such Dissenting ShareholderStockholder. The Company shall give SBC Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law received by the Company relating to shareholdersstockholders’ rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand for appraisal under the Dissenter ProvisionsDGCL. The Company shall not, except with the prior written consent of SBCParent (which shall not be unreasonably withheld, delayed or conditioned), voluntarily make any payment with respect to any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Any Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of CHTL Common Stock held by a Person who otherwise would be deemed a holder of Dissenting Shares objects to the Merger (a “"Dissenting Shareholder”") shall not be entitled to receive and complies with all the applicable Merger Consideration (or cash in lieu provisions of fractional shares) with respect to Section 92A.380 of the Dissenting Shares unless and until such Person shall have failed to perfect or shall have effectively withdrawn or lost such holder’s Nevada Corporation Law concerning the right of holders of CHTL Common Stock to dissent from the Merger under and require appraisal of their shares of CHTL Common Stock, as the provisions of case may be (the "Dissenting Shares") shall not be converted as described in Section 607.1301 through 607.1340 1.7 but shall become the right to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to Section 92A.380 of the FBCA (Nevada Corporation Law. If, after the “Dissenter Provisions”). Each Effective Time, such Dissenting Shareholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the Nevada Corporation Law, his Dissenting Shares shall be entitled deemed to be converted as of the Effective Time into the right to receive only the payment provided by the Dissenter Provisions with respect to his pro-rata shares of Professional Common Stock owned by such Dissenting Shareholderthe Merger Consideration. The Company CHTL shall give SBC ASSAC (i) prompt notice of any written demands for appraisal, attempted withdrawals appraisal of such demands, and any other instruments served pursuant to applicable Law Dissenting Shares received by the Company relating to shareholders’ rights of appraisal either CHTL, and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand for appraisal under the Dissenter Provisionsany such demands. The Company shall not, except with the prior written consent of SBC, Neither CHTL nor ASSAC will voluntarily make any payment with respect to any demands for appraisals appraisal and will not, except with the prior written consent of Dissenting Sharesthe CHTL Principal Shareholders, settle or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Any Person who otherwise would be deemed a shares of Company Common Stock (“Dissenting Shares”) as to which the holder of Dissenting Shares has perfected their rights as dissenting shareholders in accordance with the procedures set forth in the TBOC (a “Dissenting ShareholderStockholder”) shall be entitled only to such rights as are available to such holder pursuant to the applicable provisions of the TBOC and shall not be entitled converted into or represent the right to receive the applicable Merger Consideration (or cash in lieu of fractional shares) with respect to the such Dissenting Shares unless and until such Person Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such holderDissenting Stockholder’s right to dissent from the Merger under the provisions of Section 607.1301 through 607.1340 of the FBCA (the “Dissenter Provisions”)TBOC. Each Dissenting Shareholder shall be entitled to receive only the payment provided by the Dissenter Provisions with respect to shares of Professional Common Stock owned by such Dissenting Shareholder. The Company shall give SBC Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company relating to shareholdersstockholders’ rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the Dissenter ProvisionsTBOC. The Company shall not, except with the prior written consent of SBCParent, voluntarily make any payment with respect to any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Any Person who otherwise would be deemed a holder of Dissenting Shares (a “Dissenting Shareholder”) shall not be entitled to receive the applicable Merger Consideration (or cash in lieu of fractional shares) with respect to the Dissenting Shares unless and until such Person shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to dissent from the Merger under the provisions of Section 607.1301 through 607.1340 of the FBCA (the “Dissenter Provisions”)FBCA. Each Dissenting Shareholder shall be entitled to receive only the payment provided by the Dissenter Provisions provisions of Sections 607.1301 through 607.1340 of the FBCA with respect to shares of Professional Fourth Street Common Stock owned by such Dissenting Shareholder. The Company Fourth Street shall give SBC (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company Fourth Street relating to shareholders’ rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the Dissenter ProvisionsFBCA. The Company Fourth Street shall not, except with the prior written consent of SBC, voluntarily make any payment with respect to any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands. Any payments made in respect of Dissenting Shares shall be made by SBC as the Surviving Corporation.

Dissenters’ Rights. (a) Any Person Dissenting Shareholder who otherwise would shall be deemed a holder entitled to be paid the value of Dissenting Shares (a “Dissenting Shareholder”) such shareholder’s shares of Company Common Stock, as provided in §1300 of the CCC, shall not be entitled to receive the applicable Merger Consideration (or cash in lieu of fractional shares) with respect to the Dissenting Shares thereof provided for under Section 3.01 unless and until such Person Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such holderDissenting Shareholder’s right to dissent from the Merger under the provisions of Section 607.1301 through 607.1340 of the FBCA (the “Dissenter Provisions”). Each Dissenting Shareholder CCC, and shall be entitled to receive only the payment provided for by §1300 of the Dissenter Provisions CCC with respect to shares such Dissenters’ Shares. (b) If any Person who otherwise would be deemed a Dissenting Shareholder shall have failed to properly perfect or shall have effectively withdrawn or lost such right to dissent, each share of Professional Company Common Stock owned held by such Dissenting Shareholder. Shareholder shall be deemed not to be a Dissenting Share and shall be converted into the right to receive the Merger Consideration. (c) The Company shall give SBC Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law law received by the Company relating to shareholders’ rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand demands for appraisal under the Dissenter Provisionsappraisal. The Company shall not, except with the prior written consent of SBCParent, voluntarily make any payment with respect to any demands for appraisals appraisal of Dissenting Dissenters’ Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Any Person stockholder who otherwise would be deemed shall have delivered a holder written demand for appraisal of Dissenting Shares such stockholders' Shares, as provided in Section 262 of the DGCL (each a “Dissenting Shareholder”) "DISSENTING STOCKHOLDER"), shall not be entitled to receive the applicable Merger Consideration (Purchaser Shares or cash in lieu of fractional shares) with respect Purchaser Shares pursuant to the Dissenting Shares this Article IV, unless and until such Person the holder thereof shall have failed to perfect or shall have effectively withdrawn or lost such holder’s 's right to dissent from the Merger under the provisions of Section 607.1301 through 607.1340 of the FBCA (the “Dissenter Provisions”). Each Dissenting Shareholder DGCL, and shall be entitled to receive only the payment provided by Section 262 of the Dissenter Provisions DGCL with respect to shares of Professional Common Stock owned by such Dissenting ShareholderShares. The Company shall give SBC the Purchaser (i) prompt notice of any written demands for appraisalappraisal of any Dissenting Shares, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law law received by the Company relating to shareholders’ stockholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the Dissenter ProvisionsDGCL. The Company shall not, except with the prior written consent of SBCthe Purchaser, voluntarily make any payment with respect to any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Any Person who otherwise would be deemed a holder of Dissenting Shares (a “Dissenting Shareholder”) shall not be entitled to receive the applicable Merger Consideration (or cash in lieu of fractional shares) with respect to the Dissenting Shares unless and until such Person shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to dissent from the Merger under the provisions of Section 607.1301 through 607.1340 of the FBCA (the “Dissenter Provisions”). Each Dissenting Shareholder shall be entitled to receive only the payment provided by the Dissenter Provisions with respect to shares of Professional Apollo Common Stock owned by such Dissenting Shareholder. The Company shall give SBC (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company relating to shareholders’ rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the Dissenter Provisions. The Company shall not, except with the prior written consent of SBC, voluntarily make any payment with respect to any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Any Person who otherwise would be deemed a holder of Dissenting Shares (a “Dissenting Shareholder”) Shareholder shall not be entitled to receive the applicable Merger Consideration (or cash in lieu of fractional shares) with respect to the Dissenting Shares owned by such Person unless and until such Person shall have failed to perfect or shall have effectively withdrawn or lost such holder’s 's right to dissent from the Merger under the provisions of Section 607.1301 through 607.1340 of the FBCA (the “Dissenter Provisions”)CBCA. Each Dissenting Shareholder shall be entitled to receive only the payment provided by determined pursuant to Sections 33-855 through 33-872 of the Dissenter Provisions CBCA with respect to shares of Professional Common Stock Shares owned by such Dissenting Shareholder. The Company shall give SBC Parent (i) prompt notice of any written demands for appraisaldissenters' demands, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company relating to shareholders’ dissenters' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal dissenters' demands under the Dissenter ProvisionsCBCA. The Company shall not, except with the prior written consent of SBCParent, voluntarily make any payment with respect to any dissenters' demands for appraisals of Dissenting payment for Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.. If, after the Effective Time, such Dissenting Shareholder fails to perfect, withdraws or loses its right to demand the payment of fair value for its Shares under the CBCA, such Shares shall be treated as if they had been converted as of the Effective Time into a right to receive the Merger Consideration and ING shall cause Parent to promptly thereafter deposit, or cause to be

Dissenters’ Rights. Any Person who otherwise would be deemed a holder of Dissenting Shares (a “Dissenting Shareholder”) shall not be entitled to receive the applicable Merger Consideration (or cash in lieu of fractional shares) with respect to the Dissenting Shares unless and until such Person shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to dissent from the Merger under the provisions of Section 607.1301 through 607.1340 of the FBCA (the “Dissenter Provisions”). Each Dissenting Shareholder shall be entitled to receive only the payment provided by the Dissenter Provisions with respect to shares of Professional Dxxxxxxx Common Stock owned by such Dissenting Shareholder. The Company shall give SBC (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company relating to shareholders’ rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the Dissenter Provisions. The Company shall not, except with the prior written consent of SBC, voluntarily make any payment with respect to any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Any Person No person who otherwise would be deemed a holder of Dissenting Shares (a “Dissenting Shareholder”) has validly exercised their appraisal rights pursuant to Delaware Law shall not be entitled to receive the applicable Merger Consideration (or cash in lieu equivalent number of fractional shares) Purchaser Class A Ordinary Shares with respect to the Parent Dissenting Shares owned by such Parent Dissenting Shareholder unless and until such Person shall have failed to perfect or Parent Dissenting Shareholder shall have effectively withdrawn or lost such holder’s right to dissent from the Merger their appraisal rights under the provisions of Section 607.1301 through 607.1340 of the FBCA (the “Dissenter Provisions”)Delaware Law. Each Parent Dissenting Shareholder shall be entitled to receive only the payment provided by resulting from the Dissenter Provisions procedure set forth in Delaware Law with respect to shares of Professional Common Stock the Parent Dissenting Shares owned by such Parent Dissenting Shareholder. The Company Parent shall give SBC the Purchaser (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law Laws that are received by the Company Parent relating to shareholders’ any Parent Dissenting Shareholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the Dissenter ProvisionsDelaware Law. The Company Parent shall not, except with the prior written consent of SBCPurchaser, voluntarily make any payment with respect to any demands for appraisals of Dissenting Sharesappraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Any Person who otherwise would be deemed a holder of Dissenting Shares (a “Dissenting Shareholder”) shall not be entitled to receive the applicable Merger Consideration (or cash in lieu of fractional shares) with respect to the Dissenting Shares unless and until such Person shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to dissent from the Merger under the provisions of Section 607.1301 through 607.1340 of the FBCA (the “Dissenter Provisions”)TBCA. Each Dissenting Shareholder shall be entitled to receive only the payment provided by Section 5.12 of the Dissenter Provisions TBCA with respect to shares of Professional Company Common Stock owned by such Dissenting ShareholderShareholder for which the Dissenting Shareholder perfected such holder’s dissenter’s rights. The Company shall give SBC Parent (ia) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company relating to shareholders’ rights of appraisal and (iib) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the Dissenter ProvisionsTBCA. The Company shall not, except with the prior written consent of SBCParent, voluntarily make any payment with respect to any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Any No Person who otherwise would be deemed a holder has validly exercised their dissenters’ rights pursuant to Section 179 of Dissenting Shares the BVI Law (each a “Parent Dissenting Shareholder”) shall not be entitled to receive the applicable Merger Consideration (securities of Purchaser in accordance with Section 2.6(a), 2.6(c) or cash in lieu of fractional shares) 2.6(d), as applicable, with respect to the securities of Parent owned by such Person (“Parent Dissenting Shares Shares”) unless and until such Person shall have failed to perfect or shall have effectively withdrawn or lost such holderPerson’s right to dissent from the Merger dissenters’ rights under the provisions of Section 607.1301 through 607.1340 of the FBCA (the “Dissenter Provisions”)BVI Law. Each Parent Dissenting Shareholder shall be entitled to receive only the payment provided by resulting from the Dissenter Provisions procedure in Section 179 of BVI Law with respect to shares of Professional Common Stock the Parent Dissenting Shares owned by such Parent Dissenting Shareholder. The Company Purchaser shall give SBC Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company Purchaser relating to shareholders’ any Parent Dissenting Shareholder’s rights of appraisal dissent and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the Dissenter ProvisionsBVI Law. The Company Purchaser shall not, except with the prior written consent of SBCParent, voluntarily make any payment with respect to any demands for appraisals of Dissenting Sharesappraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Any No Person who otherwise would be deemed a holder has validly exercised their dissenters’ rights pursuant to Section 179 of Dissenting Shares the BVI Law (each a “Parent Dissenting Shareholder”) shall not be entitled to receive the securities of Purchaser in accordance with Section 2.6(a), (c) or (d), as applicable Merger Consideration (or cash in lieu of fractional shares) with respect to the shares of Parent owned by such Person (“Parent Dissenting Shares Shares”) unless and until such Person shall have failed to perfect or shall have effectively withdrawn or lost such holderPerson’s right to dissent from the Merger dissenters’ rights under the provisions of Section 607.1301 through 607.1340 of the FBCA (the “Dissenter Provisions”)BVI Law. Each Parent Dissenting Shareholder shall be entitled to receive only the payment provided by resulting from the Dissenter Provisions procedure in Section 179 of BVI Law with respect to shares of Professional Common Stock the Parent Dissenting Shares owned by such Parent Dissenting Shareholder. The Company Purchaser shall give SBC Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company Purchaser relating to shareholders’ any Parent Dissenting Shareholder’s rights of appraisal dissent and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the Dissenter ProvisionsBVI Law. The Company Purchaser shall not, except with the prior written consent of SBCParent, voluntarily make any payment with respect to any demands for appraisals of Dissenting Sharesappraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Any Person stockholder of DMC who otherwise would be deemed shall have delivered a holder written demand for appraisal of such stockholder's shares of DMC Common Stock, as provided in Section 262 of the DGCL (each a "Dissenting Shares (a “Dissenting Shareholder”) Stockholder"), shall not be entitled to receive the applicable Cash Merger Consideration (or cash in lieu of fractional shares) with respect pursuant to the Dissenting Shares this Article I, unless and until such Person the holder thereof shall have failed to perfect or shall have effectively withdrawn or lost such holder’s 's right to dissent from the Merger under the provisions of Section 607.1301 through 607.1340 of the FBCA (the “Dissenter Provisions”). Each Dissenting Shareholder DGCL, and shall be entitled to receive only the payment provided by Section 262 of the Dissenter Provisions DGCL with respect to shares of Professional Common Stock owned by such Dissenting Shareholdershares. The Company DMC shall give SBC Measurex (i) prompt notice of any written demands for appraisalappraisal of any Dissenting Shares, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law law received by the Company DMC relating to shareholders’ stockholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the Dissenter ProvisionsDGCL. The Company DMC shall not, except with the prior written consent of SBCMeasurex, voluntarily make any payment with respect to any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Any Person who otherwise would be deemed a holder of Dissenting Shares (a “Dissenting Shareholder”) shall not be entitled to receive the applicable Merger Consideration (or cash in lieu of fractional shares) with respect to the Dissenting Shares unless and until such Person shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to dissent from the Merger under the provisions of Section 607.1301 through 607.1340 of the FBCA Florida Financial Institutions Code (the “Dissenter ProvisionsFFIC”). Each Dissenting Shareholder shall be entitled to receive only the payment provided by the Dissenter Provisions provisions of Section 658.44 of the FFIC with respect to shares of Professional Company Common Stock owned by such Dissenting Shareholder. The Company shall give SBC (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company relating to shareholders’ rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the Dissenter ProvisionsFFIC. The Company shall not, except with the prior written consent of SBC, voluntarily make any payment with respect to any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.. ARTICLE 3

Dissenters’ Rights. Any Person No person who otherwise would be deemed a holder has validly exercised their appraisal rights pursuant to Section 238 of Dissenting Shares (a “Dissenting Shareholder”) the Cayman Companies Law shall not be entitled to receive the applicable Merger Consideration (or cash in lieu equivalent number of fractional shares) shares of Purchaser Preferred Stock with respect to the Dissenting Shares owned by such Dissenting Shareholder unless and until such Person shall have failed to perfect or Dissenting Shareholder shall have effectively withdrawn or lost such holder’s right to dissent from the Merger their appraisal rights under the provisions of Section 607.1301 through 607.1340 of the FBCA (the “Dissenter Provisions”)Cayman Law. Each Dissenting Shareholder shall be entitled to receive only the payment provided by resulting from the Dissenter Provisions procedure set forth in Section 238 of the Cayman Companies Law with respect to shares of Professional Common Stock the Dissenting Shares owned by such Dissenting Shareholder. The Company Parent shall give SBC the Purchaser (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law Laws that are received by the Company Parent relating to shareholders’ any Dissenting Shareholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the Dissenter ProvisionsCayman Law. The Company Parent shall not, except with the prior written consent of SBCPurchaser, voluntarily make any payment with respect to any demands for appraisals of Dissenting Sharesappraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Any Person stockholder of DMC who otherwise would be deemed shall have ------------------ delivered a holder written demand for appraisal of such stockholder's shares of DMC Common Stock, as provided in Section 262 of the DGCL (each a "Dissenting Shares (a “Dissenting Shareholder”) Stockholder"), shall not be entitled to receive the applicable Cash Merger Consideration (or cash in lieu of fractional shares) with respect pursuant to the Dissenting Shares this Article I, unless and until such Person the holder thereof shall have failed to perfect or shall have effectively withdrawn or lost such holder’s 's right to dissent from the Merger under the provisions of Section 607.1301 through 607.1340 of the FBCA (the “Dissenter Provisions”). Each Dissenting Shareholder DGCL, and shall be entitled to receive only the payment provided by Section 262 of the Dissenter Provisions DGCL with respect to shares of Professional Common Stock owned by such Dissenting Shareholdershares. The Company DMC shall give SBC Measurex (i) prompt notice of any written demands for appraisalappraisal of any Dissenting Shares, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law law received by the Company DMC relating to shareholders’ stockholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the Dissenter ProvisionsDGCL. The Company DMC shall not, except with the prior written consent of SBCMeasurex, voluntarily make any payment with respect to any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Any Person who otherwise would be deemed (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock held by a holder who has exercised and perfected appraisal rights for such shares in accordance with Delaware Law and who, as of Dissenting Shares (a “Dissenting Shareholder”) shall the Effective Time, has not be entitled to receive the applicable Merger Consideration (or cash in lieu of fractional shares) with respect to the Dissenting Shares unless and until such Person shall have failed to perfect or shall have effectively withdrawn or lost such holder’s appraisal rights ("Dissenting Shares"), shall not be converted into or represent a right to dissent from receive the Merger under Consideration, but the holder thereof shall only be entitled to such rights as are granted by Delaware Law. (b) Notwithstanding the provisions of Section 607.1301 subsection (a), if any holder of Dissenting Shares shall effectively withdraw or lose (through 607.1340 failure to perfect or otherwise) his or her appraisal rights, then, as of the FBCA (later of the “Dissenter Provisions”). Each Dissenting Shareholder Effective Time and the occurrence of such event, such holder's shares shall automatically be entitled converted into and represent only the right to receive only the payment provided by Merger Consideration, without interest thereon, upon surrender of the Dissenter Provisions with respect to shares of Professional Common Stock owned by Certificate representing such Dissenting Shareholder. shares. (c) The Company shall give SBC Parent (i) prompt notice of any written demands demand for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law appraisal received by the Company relating pursuant to shareholders’ rights the applicable provisions of appraisal Delaware Law and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand for appraisal under the Dissenter Provisionssuch demands. The Company shall not, except with the prior written consent of SBCParent, voluntarily make any payment with respect to any such demands for appraisals of Dissenting Shares, or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. (a) Any Person Dissenting Shareholder who otherwise would shall be deemed a holder entitled to be paid the value of Dissenting Shares (a “Dissenting Shareholder”) such shareholder’s shares of Company Common Stock, as provided in §1300 of the CCC, shall not be entitled to receive the applicable Merger Consideration (or cash Parent Common Stock in lieu of fractional shares) with respect to the Dissenting Shares thereof provided for under Section 3.01 unless and until such Person Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such holderDissenting Shareholder’s right to dissent from the Merger under the provisions of Section 607.1301 through 607.1340 of the FBCA (the “Dissenter Provisions”). Each Dissenting Shareholder CCC, and shall be entitled to receive only the payment provided for by §1300 of the Dissenter Provisions CCC with respect to shares such Dissenters’ Shares. (b) If any Dissenting Shareholder shall fail to perfect or shall have effectively withdrawn or lost such right to dissent, each share of Professional Company Common Stock owned by of such Dissenting Shareholder. Shareholder shall be deemed not to be a Dissenters’ Share and shall be converted into the right to receive Parent Common Stock. (c) The Company shall give SBC Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law law received by the Company relating to shareholders’ rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand demands for appraisal under the Dissenter Provisionsappraisal. The Company shall not, except with the prior written consent of SBCParent, voluntarily make any payment with respect to any demands for appraisals appraisal of Dissenting Dissenters’ Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Any Person No person who otherwise would has validly exercised and not effectively withdrawn or lost their appraisal rights in relation to the Acquisition Merger pursuant to Section 179 of the Companies Act shall be deemed entitled to receive a holder pro rata portion of Merger Consideration Shares with respect to any shares (“Dissenting Shares Shares”) owned by such shareholder (a “Dissenting Shareholder”) shall not be entitled to receive the applicable Merger Consideration (or cash in lieu of fractional shares) with respect to the Dissenting Shares unless and until such Person shall have failed to perfect or Dissenting Shareholder shall have effectively withdrawn or lost such holder’s right to dissent from the Merger their appraisal rights under the provisions of Section 607.1301 through 607.1340 of the FBCA (the “Dissenter Provisions”)BVI Law. Each Dissenting Shareholder shall be entitled to receive only the payment provided by resulting from the Dissenter Provisions procedure set forth in the BVI Law with respect to shares of Professional Common Stock the Dissenting Shares owned by such Dissenting Shareholder. The Company shall give SBC the Purchaser (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law Laws that are received by the Company relating to shareholders’ any Dissenting Shareholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the Dissenter ProvisionsBVI Law. The Company shall not, except with the prior written consent of SBCPurchaser, voluntarily make any payment with respect to any demands for appraisals of Dissenting Sharesappraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Any Person No person who otherwise would be deemed a holder of Dissenting Shares (a “Dissenting Shareholder”) has validly exercised their appraisal rights pursuant to the BVI Law shall not be entitled to receive the applicable Merger Consideration (or cash in lieu equivalent number of fractional shares) shares of Purchaser Common Stock with respect to the Parent Dissenting Shares owned by such Parent Dissenting Shareholder unless and until such Person shall have failed to perfect or Parent Dissenting Shareholder shall have effectively withdrawn or lost such holder’s right to dissent from the Merger their appraisal rights under the provisions of Section 607.1301 through 607.1340 of the FBCA (the “Dissenter Provisions”)BVI Law. Each Parent Dissenting Shareholder shall be entitled to receive only the payment provided by resulting from the Dissenter Provisions procedure set forth in the BVI Law with respect to shares of Professional Common Stock the Parent Dissenting Shares owned by such Parent Dissenting Shareholder. The Company Parent shall give SBC the Purchaser (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law Laws that are received by the Company Parent relating to shareholders’ any Parent Dissenting Shareholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the Dissenter ProvisionsBVI Law. The Company Parent shall not, except with the prior written consent of SBCPurchaser, voluntarily make any payment with respect to any demands for appraisals of Dissenting Sharesappraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands.