Common use of Dissenting Shares Clause in Contracts

Dissenting Shares. No Person who has validly exercised such Person's rights to dissent from the Merger pursuant to Section 238 of the Cayman Companies Law shall be entitled to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person shall have effectively withdrawn or lost such Person's rights to dissent from the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Law. Company T shall not, except with the prior written consent of Company Y, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person Notwithstanding any provision of this Agreement to the contrary, including Section 2.01, and subject to NRS 92A.300 through 92A.500 (the “Dissenting Statute”), shares of Target Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled in accordance with Section 2.01(a)) and held by a holder who has validly exercised such Person's rights to dissent from not voted in favor of the Merger pursuant or consented thereto in writing, and who is entitled to demand and has properly exercised dissenters rights of such shares in accordance with the Dissenting Statute (such shares of Target Common Stock being referred to collectively as the “Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration as provided in Section 238 of the Cayman Companies Law 2.01(b), but instead shall be entitled to receive only such rights as are granted by the Per Share Merger Consideration with respect Dissenting Statute; provided, however, if such holder fails to Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person shall have effectively withdrawn perfect, or lost such Person's rights to dissent from the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand forotherwise waives, withdraws, or loses its rights tosuch holder’s right to dissent pursuant to the Dissenting Statute or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the Dissenting Statute, dissent from such shares of Target Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger pursuant to Consideration in accordance with Section 238 2.01(b), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Book-Entry Share, as the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Sharescase may be. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T The Target shall promptly give Company Y (i) copies provide Aytu with written notice of notices any demands received by the Target for appraisal of objection, notices shares of dissentTarget Common Stock, any written demands for appraisal, attempted withdrawals waiver or withdrawal of any such demandsdemand, and any other instruments served pursuant demand, notice, or instrument delivered to applicable Law Target prior to the Effective Time that are received by Company T relating relates to Company T shareholders' rights to dissent from the Merger such demand, and (ii) Aytu shall have the opportunity and right to direct or approve all offers, negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Lawsuch demands. Company T shall not, except Except with the prior written consent of Company YAytu, voluntarily the Target shall not make any payment with respect to any exercise by a shareholder of its rights to dissent from the Mergerto, any demands for appraisalor settle, or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. No Person Notwithstanding Section 3.1, DWS Common Stock issued and outstanding immediately prior to the Redomestication Transaction or the Effective Time and held by a Holder who has validly exercised not voted in favor of the Redomestication Transaction or the Merger, as the case may be, or consented thereto in writing and who has dissented or demanded appraisal for such Person's shares in accordance with applicable Yukon Law or Section 262 of Delaware Law, if such laws provide for dissent or appraisal rights to dissent from for such shares in connection with the Redomestication Transaction or the Merger pursuant to Section 238 of the Cayman Companies Law ("Dissenting Shares") shall not be entitled converted into a right to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person shall have effectively withdrawn holder fails to perfect, withdraws or lost such Person's rights otherwise loses its right to dissent from the Merger or appraisal and payment under the Cayman Companies relevant Yukon Law or Delaware Law. If a holder of Dissenters Shares effectively If, after the Effective Time, any such Holder fails to perfect, withdraws its demand for, or loses its rights toright to dissent or appraisal, dissent from such Dissenting Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, if any, to which such Company T Shares Holder is entitled, without interest or dividends thereon. DWS shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only give IDC prompt notice of any demands received by DWS for appraisal of shares of DWS Common Stock, whether in connection with the payment resulting from Merger or the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demandsRedomestication Transaction, and any other instruments served pursuant IDC shall have the right to applicable Law that are received by Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve participate in all offers, negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Lawsuch demands. Company T shall not, except Except with the prior written consent of Company YIDC, voluntarily DWS shall not make any payment with respect to any exercise by a shareholder of its rights to dissent from the Mergerto, any demands for appraisal, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. No Person Notwithstanding anything in this Agreement to the contrary, any shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a shareholder of the Company who has validly exercised properly asserted such Person's holder’s dissenters’ rights to dissent from the Merger pursuant to Section 238 under Article 13 of the Cayman Companies Law GBCC (the “Dissenting Shares”) shall not be entitled converted into the right to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to payment of the “fair value” for such shares under Article 13 of the GBCC. If any such holder shall have so failed to perfect or shall have effectively withdrawn or lost such Person's rights right at or following the Effective Time of the Merger, each share of such holder’s Company Common Stock shall thereupon be deemed to dissent from have been converted into and to have become, as of the Effective Time of the Merger, the right to receive, without any interest thereon, the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies LawConsideration. Company T shall promptly give Company Y Parent (i) copies prompt notice of notices of objection, notices of dissent, any written notice or demands for appraisal, attempted withdrawals appraisal or payment for shares of such demands, and any other instruments served pursuant to applicable Law that are Company Common Stock received by Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Lawany such demands or notices. The Company T shall not, except with without the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Mergerto, any demands for appraisalor settle, offer to settle or settle any such demands or approve any withdrawal of otherwise negotiate, any such demands. Each holder of Dissenting Shares who becomes entitled under Article 13 of the GBCC to receive payment of the “fair value” for such holder’s shares shall receive such payment therefor from the Surviving Corporation (but only after the amount thereof shall have been finally determined pursuant to the GBCC), and such shares shall be retired and cancelled.

Dissenting Shares. No Person Notwithstanding anything to the contrary set forth in this Agreement, shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has validly properly exercised dissenters’ rights in respect of such Person's shares (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s dissenters’ rights under applicable Law with respect to dissent from such shares) in accordance with Sections 607.1301 through 607.1340 of the FBCA (the “Appraisal Statutes”) shall not be converted into a right to receive a portion of the Merger pursuant to Section 238 of the Cayman Companies Law Consideration but instead shall be entitled to payment of such consideration as may be determined to be due in accordance with the Appraisal Statutes; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses such holder’s right to dissent pursuant to the Appraisal Statutes, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the Appraisal Statutes, such shares of Company Capital Stock shall be treated as if they had been converted as of the Effective Time into the right to receive a portion of the Per Share Merger Consideration in accordance with respect Section 3.01(b), without interest thereon, upon surrender of such shares of Company Capital Stock. The Company shall give prompt notice to First Foundation of any demands received by the Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person shall have effectively withdrawn or lost such Person's rights to dissent from the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted of any withdrawals of such demands, and of any other documents or instruments served pursuant to applicable Law that are received by the Company T relating related to Company T shareholders' rights to dissent from the Merger foregoing, and (ii) the opportunity to First Foundation shall direct or approve all offers, negotiations and proceedings with respect to demand for appraisal under such demands. Prior to the Cayman Companies Law. Effective Time, the Company T shall not, except with without the prior written consent of Company YFirst Foundation, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Mergerto, any demands for appraisal, or settle or compromise or offer to settle or settle compromise, any such demands demand, or approve any withdrawal of agree to any such appraisal demands.

Dissenting Shares. No Person Notwithstanding Section 2.02, shares of Company Stock outstanding immediately prior to the Effective Time and held by a holder who has validly exercised such Person's rights to dissent from did not vote in favor of the Merger pursuant (or consent thereto in writing) and who is entitled to demand and properly demands appraisal for such shares in accordance with, and who complies in all respects with Section 238 of 262 of, Delaware Law (such shares, “Dissenting Shares”) shall not be converted into or exchangeable for the Cayman Companies Law shall be entitled right to receive the Per Share Merger Consideration with respect and shall instead no longer be outstanding and shall be automatically cancelled and cease to Company T Shares owned by exist at the Effective Time and such Person ("Dissenters Shares") unless and until such Person shall have effectively withdrawn or lost such Person's rights to dissent from the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled have any rights thereto except the right to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies appraised value of such shares under Section 262 of Delaware Law. If, after the Effective Time, such holder fails to perfect, effectively withdraws or otherwise loses such right to appraisal, such Dissenting Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration. The Company T shall promptly give Parent prompt written notice of any demands received by the Company Y (i) copies for appraisal of notices shares of objection, notices of dissent, any written demands for appraisalCompany Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Delaware Law that are and received by the Company T relating to Company T shareholders' stockholders’ rights of appraisal, and Parent shall have the right to dissent from the Merger and (ii) the opportunity to direct or approve participate in all offers, negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Lawsuch demands. Company T shall not, except Except with the prior written consent of Parent, the Company Y, voluntarily shall not make any payment with respect to any exercise by a shareholder of its rights to dissent from the Mergerto, any demands for appraisal, or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.02 to pay for shares of Company Stock for which appraisal rights have been properly demanded shall be returned to Parent upon demand.

Dissenting Shares. No Person Notwithstanding Section 3.1(b), shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who is entitled to, and has validly properly exercised such Person's and perfected his, her or its demand for, appraisal rights under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into the right to dissent from receive the Merger pursuant to Section 238 Consideration, but the holders of the Cayman Companies Law such Dissenting Shares shall be entitled to receive such consideration as shall be determined pursuant to Section 262 of the Per Share Merger Consideration with respect DGCL; provided, however, that if any such holder shall have failed to Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person perfect or shall have effectively withdrawn or lost his or her right to appraisal and payment under Section 262 of the DGCL (whether occurring before, at or after the Effective Time), such Person's rights holder’s shares of Company Common Stock shall thereupon be deemed to dissent from have been converted as of the Effective Time into the right to receive the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand forConsideration, or loses its rights towithout any interest thereon, dissent from the Merger pursuant to in accordance with Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, 3.2(b) and such Company T Shares shares shall cease not be deemed to be Dissenters Dissenting Shares. Each Dissenters Share The Company shall be entitled to receive only the payment resulting from the procedure in Section 238 give Parent prompt written notice of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisalappraisal of Company Common Stock received by the Company, written withdrawals or attempted withdrawals of such demands, demands and any other instruments instruments, notices or demands served on the Company pursuant to applicable Law that are received by Company T relating to Company T shareholders' rights to dissent from Section 262 of the Merger DGCL. Parent and (ii) Acquisition Sub shall have the opportunity right to direct or approve and participate in all offers, negotiations and proceedings with respect to demand for appraisal under such demands, and the Cayman Companies Law. Company T shall not, except with without the prior written consent of Company YParent, voluntarily make any payment with respect to, or settle or offer to any exercise by a shareholder of its rights to dissent from the Mergersettle, any demands such demands, waive any failure to timely deliver a written demand for appraisalappraisal under the DGCL, offer to settle or settle any such demands or approve any withdrawal of any such demandsdemands or agree to do or commit to do any of the foregoing.

Dissenting Shares. No Person Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time that are held by any holder who has validly exercised such Person's rights to dissent from not voted in favor of the Merger and who properly demands appraisal of such Shares pursuant to Section 238 262 of the Cayman Companies Law DGCL (the “Dissenting Shares”) shall not be entitled converted into the right to receive the Per Share Merger Consideration with respect Consideration, but shall be converted into the right to Company T receive such consideration as may be determined to be due to the holders of Dissenting Shares owned by such Person ("Dissenters Shares") pursuant to the DGCL, unless and until such Person holders shall have failed to perfect or shall have effectively withdrawn or lost lost, such Person's rights holder’s right to dissent from appraisal under the DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect or withdraws or loses any such right to appraisal, each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal has been irrevocably lost, withdrawn or expired, the Merger under the Cayman Companies LawConsideration in accordance with Section 2.01(a). If a holder The Company shall give Parent prompt notice of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company T relating to Company T shareholders' rights to dissent from be paid the Merger “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) Parent shall have the opportunity right to direct or approve participate in all offers, negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Lawsuch demands. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make or agree to make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisalappraisals of capital stock of the Company, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person Notwithstanding anything in this Agreement to the contrary, shares of Class B Stock outstanding immediately prior to the Effective Time and which are held by a shareholder (i) who has validly exercised such Person's rights to dissent from shall have neither voted for adoption of this Agreement and the Merger pursuant to Section 238 of the Cayman Companies Law nor consented thereto in writing and (ii) who shall be entitled to and shall have demanded properly in writing appraisal for such shares in accordance with Section 910 of the NYBCL ("Dissenting Shares"), shall not be converted into the right to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") at the Effective Time unless and until the holder of such Person shall have effectively withdrawn shares of Class B Stock fails to perfect, withdraws or lost otherwise loses such Personholder's rights right to dissent from the Merger under the Cayman Companies Lawappraisal. If a holder of Dissenters Dissenting Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to shall withdraw (in accordance with Section 238 910 of the Cayman Companies Law NYBCL) the demand for such appraisal or shall become ineligible for such appraisal or if a court of competent jurisdiction shall make a final, non-appealable determination that such holder is not entitled to the relief provided by Section 910 of the NYBCL with respect to any Dissenters such Dissenting Shares, then, as of the Effective Time or the occurrence of such Company T event, whichever last occurs, such holder's Dissenting Shares shall cease to be Dissenters Shares. Each Dissenters Share Dissenting Shares and shall be entitled converted or deemed to have been converted, as the case may be, into the right to receive only the payment resulting from Merger Consideration in the procedure manner provided in Section 238 of the Cayman Companies Law1.07. The Company T shall promptly give Company Y Parent (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisal, withdrawals (or attempted withdrawals withdrawals) of such demands, demands for appraisal and any other instruments served pursuant to applicable Law that are Section 910 of the NYBCL and received by the Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies Lawappraisal. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person Notwithstanding any other provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and which are held by stockholders who has validly exercised such Person's rights to dissent from shall have not voted in favor of the Merger pursuant or consented thereto in writing and who properly shall have demanded appraisal for such shares in accordance with Delaware Law (collectively, the "Dissenting Shares") shall not be converted into or represent the right to Section 238 of receive the Cayman Companies Law Merger Consideration. Such stockholders instead shall be entitled to receive payment of the Per Share appraised value of such Shares held by them in accordance with the provisions of Delaware Law, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights to appraisal of such Shares under Delaware Law shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person shall have effectively withdrawn or lost such Person's rights to dissent from upon surrender in the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand formanner provided in Section 2.08, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters SharesCertificate or Certificates (or, if such Shares are uncertificated, such Company T Shares shall cease other form of evidence of record ownership as is required by the Paying Agent) that, immediately prior to be Dissenters the Effective Time, evidenced such Shares. Each Dissenters Share The Company shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y give (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Delaware Law that are and received by the Company T relating to Company T shareholdersstockholders' rights to dissent from the Merger of appraisal, and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies Delaware Law. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to, or settle or offer to any exercise by a shareholder of its rights to dissent from the Mergersettle, any demands such demand for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demandspayment.

Dissenting Shares. No Person Notwithstanding anything in this Agreement to the contrary, any shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and held by a shareholder who has validly properly exercised such Personshareholder's appraisal rights to dissent from available under the Merger pursuant to Section 238 of TBCA (the Cayman Companies Law "Dissenting Shares") shall not be entitled converted into or be exchangeable for the right to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") Consideration, unless and until such Person shareholder shall have failed to perfect, or shall have effectively withdrawn or lost such Personshareholder's rights right to dissent from appraisal under the TBCA. Dissenting Shares shall be treated in accordance with the applicable provisions of the TBCA. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such shareholder's shares of Company Common Stock shall thereupon be converted into and become exchangeable only for the right to receive, as of the Effective Time, the Merger under Consideration for each share of Company Common Stock formerly represented by the Cayman Companies LawCertificates held by such shareholder without any interest thereon. If a holder The Company shall give Parent prompt notice of Dissenters Shares effectively withdraws its demand for, any notices or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisalappraisal of any shares of Company Common Stock, attempted withdrawals of such demands, notices or demands and any other instruments served pursuant to applicable Law that are the TBCA and received by the Company T relating to Company T shareholders' rights to dissent from be paid the "fair value" of Dissenting Shares, as provided in the TBCA, and Parent and Merger and (ii) Sub shall have the opportunity right to direct or approve all offers, negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Lawany such demands or notices. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any notices or demands for appraisalappraisals, offer to settle or settle any such demands or approve any withdrawal of any such notices or demands.

Dissenting Shares. No Person Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time that are held by stockholders (i) who has validly exercised such Person's rights to dissent from shall have neither voted for approval and adoption of this Agreement and the Merger pursuant to Section 238 of the Cayman Companies Law nor consented thereto in writing and (ii) who shall be entitled to and shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of the DGCL ("Dissenting Shares"), shall not be converted into the right to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") at or after the Effective Time unless and until the holder of such Person shall have effectively withdrawn Shares fails to perfect, withdraws or lost otherwise loses such Personholder's rights right to dissent from the Merger under the Cayman Companies Lawappraisal. If a holder of Dissenters Dissenting Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to shall withdraw (in accordance with Section 238 262(k) of the Cayman Companies Law with respect to any Dissenters SharesDGCL) his or her demand for such appraisal or shall become ineligible for such appraisal, then, as of the Effective Time or the occurrence of such event, whichever last occurs, such Company T holder's Dissenting Shares shall cease to be Dissenters Shares. Each Dissenters Share Dissenting Shares and shall be entitled converted into the right to receive only the payment resulting from Merger Consideration, without interest thereon in the procedure manner provided in Section 238 2.07 hereof. The Company or the Surviving Corporation, as the case may be, shall give Parent (a) prompt notice of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, demands for appraisal and any other instruments served pursuant to applicable Law that are Section 262 of the DGCL and received by the Company T relating to Company T shareholders' rights to dissent from the Merger and (iib) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies Lawappraisal. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has validly properly exercised such Person's and perfected his or her demand for appraisal rights under Section 262 of the DGCL (the “Dissenting Shares”), shall not be converted into the right to dissent from receive the Merger pursuant to Section 238 Consideration, but the holders of the Cayman Companies Law such Dissenting Shares shall be entitled to receive such consideration as shall be determined pursuant to Section 262 of the Per Share Merger Consideration with respect DGCL; provided, however, that if any such holder shall have failed to Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person perfect or shall have effectively withdrawn or lost his or her right to appraisal and payment under the DGCL, such Person's rights holder’s shares of Company Common Stock shall thereupon be deemed to dissent from have been converted as of the Effective Time into the right to receive the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand forConsideration, or loses its rights towithout any interest thereon, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, and such Company T Shares shares shall cease not be deemed to be Dissenters Dissenting Shares. Each Dissenters Share The Company shall be entitled serve prompt written notice to receive only the payment resulting from the procedure in Section 238 Parent of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are Section 262 of the DGCL received by the Company T relating in respect of any shares of Company Common Stock, and Parent shall have the right to Company T shareholders' rights to dissent from the Merger participate in and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand for the exercise of appraisal rights under Section 262 of the Cayman Companies LawDGCL. Prior to the Effective Time, the Company T shall not, except with without the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Mergerto, any demands for appraisal, settle or offer to settle or settle waive any failure to timely deliver a written demand with respect to, any such demands exercise of appraisal rights, or approve agree to do any withdrawal of any such demandsthe foregoing.

Dissenting Shares. No Person Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and has validly exercised properly demanded statutory appraisal for such Person's rights Shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such shares, the “Dissenting Shares”) will not be converted into the right to dissent from receive the Merger pursuant Consideration. At the Effective Time, all Dissenting Shares will be cancelled and cease to Section 238 exist, and the holders of the Cayman Companies Law shall Dissenting Shares will only be entitled to the rights granted to them under the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his right to appraisal under Section 262 of the DGCL or other applicable Law, then the right of such holder to be paid the fair value of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been converted, as of the Effective Time, into and be exchangeable solely for the right to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") unless Consideration, without interest and until such Person shall have effectively withdrawn or lost such Person's rights to dissent from the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect subject to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure withholding of Taxes required by applicable Law as provided in Section 238 2.4.3 or Section 2.6. The Company will give Parent prompt notice of any demands received by the Cayman Companies Law. Company T shall promptly give Company Y (i) copies for appraisal of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, Shares and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company T relating to Company T shareholders' rights to dissent from be paid the Merger fair value of Dissenting Shares, and (ii) Parent will have the opportunity right to participate in and direct or approve all offers, negotiations and proceedings with respect to demand for appraisal under such demands. Prior to the Cayman Companies Law. Effective Time, the Company T shall will not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Mergerto, any demands for appraisal, offer to or settle or settle any such demands or approve any withdrawal of compromise, any such demands, or agree to do any of the foregoing.

Dissenting Shares. No Person Notwithstanding anything in this Agreement to the contrary (but subject to the provisions of this Section 2.3), Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and has validly exercised properly demanded appraisal for such Person's rights Shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such Shares, the “Dissenting Shares”) shall not be converted into the right to dissent from receive the Merger pursuant Consideration. At the Effective Time, all Dissenting Shares shall be cancelled and cease to Section 238 exist, and the holders of the Cayman Companies Law Dissenting Shares shall only be entitled to receive the Per Share Merger Consideration with respect rights granted to Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person shall have effectively withdrawn or lost such Person's rights to dissent from the Merger them under the Cayman Companies LawDGCL. If a any such holder of Dissenters Shares effectively fails to perfect or otherwise waives, withdraws its demand for, or loses its rights to, dissent from the Merger pursuant his right to appraisal under Section 238 262 of the Cayman Companies Law with respect DGCL or other applicable Law, then the right of such holder to any Dissenters Shares, be paid the fair value of such Company T Dissenting Shares shall cease to be Dissenters Shares. Each Dissenters Share and such Dissenting Shares shall be entitled deemed to have been converted, as of the Effective Time, into and shall be exchangeable solely for the right to receive only the payment resulting from the procedure in Section 238 Merger Consideration, without interest and subject to any withholding of the Cayman Companies Taxes required by applicable Law. The Company T shall promptly give Merger Sub prompt notice of any demands received by the Company Y (i) copies for appraisal of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, Shares and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company T relating to Company T shareholders' rights to dissent from be paid the fair value of Dissenting Shares, and Merger Sub shall have the right to participate in and (ii) the opportunity to direct or approve control all offers, negotiations and proceedings with respect to demand for appraisal under such demands. Prior to the Cayman Companies Law. Effective Time, the Company T shall not, except with the prior written consent of Company YMerger Sub, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Mergerto, or settle or compromise, any demands for appraisalsuch demands, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. No Person who has validly exercised such Person's Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and held by stockholders properly exercising appraisal rights to dissent from the Merger pursuant to available under Section 238 262 of the Cayman Companies Corporation Law (the “Dissenting Shares”) shall not be entitled converted into the right to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") Consideration, unless and until such Person holders shall have failed to perfect or shall have effectively withdrawn or lost such Person's their rights to dissent from the Merger appraisal under the Cayman Companies Corporation Law. Dissenting Shares shall be treated in accordance with Section 262 of the Corporation Law. If a any such holder shall have failed to perfect or shall have effectively waived, withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into the right to receive, as of Dissenters Shares effectively withdraws its demand forthe later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, waived, withdrawn or loses its rights toexpired, dissent from the Merger pursuant to Section 238 Consideration without any interest thereon. The Company shall give Parent and Purchaser (a) prompt notice of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable the Corporation Law that are and received by the Company T relating to Company T shareholders' rights to dissent from be paid the Merger “fair value” of Dissenting Shares, as provided in Section 262 of the Corporation Law, and (iib) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies Corporation Law. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisalappraisals of capital stock of the Company, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person who has validly exercised Notwithstanding anything in this Agreement to the contrary, holders of Company Common Stock that have, as of the Effective Time, complied with all procedures necessary to assert appraisal rights in accordance with the TBCA, if applicable, shall have such Person's rights to dissent from the Merger rights, if any, as they may have pursuant to Section 238 5.12 of the Cayman Companies Law TBCA and such Company Common Stock shall not be converted or be exchangeable as provided in this Section 2.1, but such holders shall be entitled to receive such payment as may be determined to be due to such holders pursuant to the Per Share Merger Consideration with respect TBCA; provided, however, that if such holder shall have failed to Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person perfect or shall have effectively withdrawn or lost such Person's rights his right to dissent from the Merger appraisal and payment under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand forTBCA, or loses its rights tosuch holder's Company Common Stock shall thereupon be deemed to have been converted and to have become exchangeable, dissent from the Merger pursuant to Section 238 as of the Cayman Companies Law Effective Time, into the Standard Consideration. The Company Common Stock described in this Section 2.1(e) held by holders who exercise and perfect appraisal rights are referred to herein as "Dissenting Shares." The Company shall give Parent prompt notice of any demands for appraisal of shares received by the Company (and shall also give Parent prompt notice of any withdrawals of such demands for appraisal rights) and Parent shall have the opportunity and right to participate in and direct all negotiations with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, 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 T relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Law. Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Mergerto, any demands for appraisal, settle or otherwise negotiate or offer to settle or settle any such demands demand for appraisal rights. Parent agrees that it shall make all payments with respect to appraisal rights and that the funds therefor shall not come, directly or approve any withdrawal of any such demandsindirectly, from the Company.

Dissenting Shares. No Person who has validly exercised such Person's Notwithstanding anything in this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by shareholders exercising appraisal rights to dissent from the Merger pursuant to available under Section 238 262 of the Cayman Companies Corporation Law (the "Dissenting Shares") shall not be entitled converted into or be exchangeable for the right to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") Consideration, unless and until such Person holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the Corporation Law. Dissenting Shares shall be treated in accordance with Section 262 of the Corporation Law. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such Personright to appraisal, such holder's rights Shares shall thereupon be converted into and become exchangeable only for the right to dissent from receive, as of the Effective Time, the Merger under the Cayman Companies LawConsideration without any interest thereon. If a holder The Company shall give Parent and Purchaser (a) prompt notice of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to applicable the Corporation Law that are and received by the Company T relating to Company T shareholders' rights to dissent from be paid the Merger "fair value" of Dissenting Shares, as provided in Section 262 of the Corporation Law and (iib) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies Corporation Law. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisalappraisals of capital stock of the Company, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person who has validly exercised such Person's Notwithstanding anything in this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights to dissent from the Merger pursuant to available under Section 238 262 of the Cayman Companies Corporation Law (the “Dissenting Shares”) shall not be entitled converted into or be exchangeable for the right to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") Consideration, unless and until such Person holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the Corporation Law. Dissenting Shares shall be treated in accordance with Section 262 of the Corporation Law. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such Person's rights right to dissent from appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the Effective Time, the Merger under the Cayman Companies LawConsideration without any interest thereon. If a holder The Company shall give Parent and Merger Sub (a) prompt notice of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable the Corporation Law that are and received by the Company T relating to Company T shareholders' rights to dissent from be paid the Merger “fair value” of Dissenting Shares, as provided in Section 262 of the Corporation Law and (iib) the opportunity to participate in, and after the Closing, direct or approve all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies Corporation Law. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make or agree to make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisalappraisals of capital stock of the Company, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person who has validly exercised such Person's Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that are held by stockholders properly demanding appraisal rights available under Section 262 of the Corporation Law (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to dissent from receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be determined to be due to the holders of such Dissenting Shares pursuant to Section 238 262 of the Cayman Companies Law shall be entitled to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") Corporation Law, unless and until such Person holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the Corporation Law. Dissenting Shares shall be treated in accordance with Section 262 of the Corporation Law. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such Person's rights right to dissent from appraisal, such holder’s Shares shall thereupon be deemed to have converted into, as of the Effective Time, and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger under the Cayman Companies LawConsideration, without any interest thereon. If a holder The Company shall give Parent and Merger Sub (a) prompt notice of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable the Corporation Law that are and received by the Company T relating to Company T shareholders' rights to dissent from provided in Section 262 of the Merger Corporation Law and (iib) the opportunity to direct or approve participate in all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies Corporation Law. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make or agree to make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisalappraisals of capital stock of the Company, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person who has validly exercised such Person's ’s rights to dissent from the Merger pursuant to Section 238 of the Cayman Companies Law shall be entitled to receive the Per Share Merger Consideration with respect to the Company T Shares owned by such Person ("“Dissenters Shares"”) unless and until such Person shall have effectively withdrawn or lost such Person's ’s rights to dissent from the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. The Company T shall promptly give Company Y Parent (i) copies of notices of objection, notices of dissent, 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 T relating to Company T shareholders' ’ rights to dissent from the Merger and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Law. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time that are held by any holder who has validly exercised such Person's rights to dissent from not voted in favor of the Merger and who is entitled to demand and properly demands appraisal of such Shares pursuant to to, and who complies in all respects with, Section 238 262 of the Cayman Companies Law DGCL (“Dissenting Shares”) shall not be entitled converted into the right to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") Consideration, unless and until such Person holder shall have failed to perfect, or shall have effectively withdrawn or lost lost, such Person's rights holder’s right to dissent from appraisal under the DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect or withdraws or loses any such right to appraisal, then each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal has been irrevocably lost, withdrawn or expired, the Merger under Consideration in accordance with Section 3.1(a). Prior to the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand forEffective Time, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies notify Parent of notices of objection, notices of dissent, any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, notices or demands and any other instruments served pursuant to applicable Law that are received by the Company T relating to Company T shareholders' rights to dissent from appraisal, and Parent shall have the Merger right to participate in and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand for appraisal under such demands. Prior to the Cayman Companies Law. Effective Time, the Company T shall not, except with without the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Mergerto, any demands for appraisal, settle or offer to settle or settle any such demands settle, or approve any withdrawal of any such demands.

Dissenting Shares. No Person Notwithstanding anything in this Agreement to the contrary, any Common Shares issued and outstanding immediately prior to the Effective Time and held by a holder (a “Dissenting Stockholder”) who has validly exercised such Person's rights to dissent from not voted in favor of the Merger pursuant to Section 238 of the Cayman Companies or consented thereto in writing and who has properly demanded appraisal for such Common Shares in accordance with Nevada Law (“Dissenting Shares”) shall not be entitled converted into a right to receive the Per Share Merger Consideration at the Effective Time in accordance with respect Section 2.01(a) hereof, but shall represent and become the right to Company T Shares owned by receive such Person ("Dissenters Shares") consideration as may be determined to be due to such Dissenting Stockholder pursuant to Nevada Law, unless and until such Person holder fails to perfect or withdraws or otherwise loses such holder’s right to appraisal and payment under Nevada Law. If, after the Effective Time, such holder fails to perfect or withdraws or otherwise loses such holder’s right to appraisal, such former Dissenting Shares held by such holder shall have effectively withdrawn or lost such Person's rights be treated as if they had been converted as of the Effective Time into a right to dissent from receive, upon surrender as provided above, the Merger under Consideration without any interest or dividends thereon, in accordance with Section 2.01(a). The Company shall give Parent and Merger Sub prompt notice of any demands received by the Cayman Companies Law. If a holder Company for appraisal of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Common Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Nevada Law that are and received by Company T relating to Company T shareholders' rights to dissent from the Merger Company, and (ii) Parent shall have the opportunity right to direct or approve all offers, negotiations and proceedings with respect to demand for appraisal under such demands. Except as required by Nevada Law, the Cayman Companies Law. Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, appraisal of Common Shares or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person Notwithstanding anything in this Agreement to the contrary, any Common Shares issued and outstanding immediately prior to the Effective Time and held by a holder (a “Dissenting Stockholder”) who has validly exercised such Person's rights to dissent from not voted in favor of the Merger pursuant to Section 238 of or consented thereto in writing and who has properly demanded appraisal for such Common Shares in accordance with the Cayman Companies Law DGCL (“Dissenting Shares”) shall not be entitled converted into a right to receive the Per Share Merger Consideration at the Effective Time in accordance with respect Section 2.01(a) hereof, but shall represent and become the right to Company T Shares owned by receive such Person ("Dissenters Shares") consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware, unless and until such Person holder fails to perfect or withdraws or otherwise loses such holder’s right to appraisal and payment under the DGCL. If, after the Effective Time, such holder fails to perfect or withdraws or otherwise loses such holder’s right to appraisal, such former Dissenting Shares held by such holder shall have effectively withdrawn or lost such Person's rights be treated as if they had been converted as of the Effective Time into a right to dissent from receive, upon surrender as provided above, the Merger under Consideration, without any interest or dividends thereon, in accordance with Section 2.01(a). The Company shall give Merger Sub prompt notice of any demands received by the Cayman Companies Law. If a holder Company for appraisal of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Common Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the DGCL and received by Company T relating to Company T shareholders' rights to dissent from the Company, and Merger and (ii) Sub shall have the opportunity right to direct or approve all offers, negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Lawsuch demands. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has validly exercised such Person's rights to dissent from not voted in favor of the Merger pursuant to and who has delivered a written demand for appraisal of such Shares in accordance with Section 238 262 of the Cayman Companies Law DGCL (the "Dissenting Shares") shall not be converted into the right to receive the Merger Consideration as provided in Section 1.2 hereof, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder's right to appraisal and payment under the DGCL. Such holder shall be entitled to receive payment of the Per Share appraised value of such Shares in accordance with the provisions of the DGCL, provided that such holder complies with the provisions of Section 262 of the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses such holder's right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration with respect Consideration, without interest thereon. The Company shall give Merger Sub prompt notice of any demands received by the Company for appraisal of Shares, and, prior to Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person the Effective Time, Merger Sub shall have effectively withdrawn or lost such Person's rights the right to dissent from the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure participate in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand for appraisal under such demands. Prior to the Cayman Companies Law. Effective Time, the Company T shall not, except with the prior written consent of Company YMerger Sub, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Mergerto, any demands for appraisal, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. No Person (a) Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are held by any record holder who has validly exercised such Person's rights to dissent from not voted in favor of the Merger pursuant to or consented thereto in writing and who has demanded appraisal rights in accordance with Section 238 262 of Delaware Law (the Cayman Companies Law "Dissenting Shares") shall not be entitled converted into the right to receive the Per Share Merger Consideration with but shall become the right to receive such consideration as may be determined to be due in respect of such Dissenting Shares pursuant to Company T Delaware Law; provided, however, that any holder of Dissenting Shares owned by such Person ("Dissenters Shares") unless and until such Person who shall have effectively failed to perfect or shall have withdrawn or lost such Person's his rights to dissent from appraisal of such Dissenting Shares, in each case under Delaware Law, shall forfeit the right to appraisal of such Dissenting Shares, and such Dissenting Shares shall be deemed to have been converted into the right to receive, as of the Effective Time, the Merger Consideration without interest. Parent and the Surviving Corporation shall comply with all of their obligations under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Delaware Law with respect to any Dissenters holders of Dissenting Shares, such . (b) The Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y Parent (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisal, attempted and any withdrawals of such demands, received by the Company and any other related instruments served pursuant to applicable Delaware Law that are and received by the Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies Delaware Law. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person Notwithstanding anything in this Agreement to the contrary (but subject to the provisions of this Section 2.3), Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and has validly exercised properly demanded appraisal for such Person's rights Shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such shares, the “Dissenting Shares”) shall not be converted into the right to dissent from receive the Merger pursuant Consideration. At the Effective Time, all Dissenting Shares shall be cancelled and cease to Section 238 exist, and the holders of the Cayman Companies Law Dissenting Shares shall only be entitled to receive the Per Share Merger Consideration with respect rights granted to Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person shall have effectively withdrawn or lost such Person's rights to dissent from the Merger them under the Cayman Companies LawDGCL. If a any such holder of Dissenters Shares effectively fails to perfect or otherwise waives, withdraws its demand for, or loses its rights to, dissent from the Merger pursuant his right to appraisal under Section 238 262 of the Cayman Companies Law with respect DGCL or other applicable Law, then the right of such holder to any Dissenters Shares, be paid the fair value of such Company T Dissenting Shares shall cease to be Dissenters Shares. Each Dissenters Share and such Dissenting Shares shall be entitled deemed to have been converted, as of the Effective Time, into and shall be exchangeable solely for the right to receive only the payment resulting from the procedure Merger Consideration, without interest and subject to any withholding of Taxes required by applicable Law as provided in Section 238 2.5. The Company shall give Parent prompt notice of any demands received by the Cayman Companies Law. Company T shall promptly give Company Y (i) copies for appraisal of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, Shares and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company T relating to Company T shareholders' rights to dissent from be paid the Merger fair value of Dissenting Shares, and (ii) Parent shall have the opportunity right to direct or approve participate in all offers, negotiations and proceedings with respect to demand for appraisal under such demands. Prior to the Cayman Companies Law. Effective Time, the Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Mergerto, any demands for appraisal, offer to or settle or settle any such demands or approve any withdrawal of compromise, any such demands, or agree to do any of the foregoing.

Dissenting Shares. No Person Notwithstanding any provision of this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by holders who has validly exercised such Person's rights to dissent from shall have complied with the Merger pursuant to Section 238 provisions of the Cayman Companies Law Dissenters’ Rights Statutes (the “Dissenting Shares”) shall not be converted into the right to receive the applicable Merger Consideration, and holders of such Dissenting Shares shall be entitled to receive payment of the Per Share Merger Consideration fair value of such Dissenting Shares in accordance with respect to Company T Shares owned by such Person ("Dissenters Shares") the provisions of the Dissenters’ Rights Statutes, unless and until the applicable holder fails to comply with such Person shall have provisions or effectively withdrawn withdraws or lost otherwise loses such Person's holder’s rights to dissent from receive payment of the Merger fair value of such holder’s Shares under such provisions. If, after the Cayman Companies Law. If a Effective Time, any such holder fails to comply with the provisions of Dissenters Shares the Dissenters’ Rights Statutes or effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Sharessuch right, such Company T Dissenting Shares shall cease to thereupon be Dissenters Shares. Each Dissenters Share shall be entitled treated as if they had been converted at the Effective Time into the right to receive only the payment resulting from the procedure in Section 238 applicable Merger Consideration. The Company shall give Parent notice of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals appraisal of such demandsShares, and any other instruments served pursuant to applicable Law that are notices or communications, received by the Company T under or relating to Company T shareholders' rights to dissent from the Merger Dissenters’ Rights Statutes, and (ii) shall give Parent the opportunity to direct or approve all offers, participate in negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Lawsuch demands, notices and communications. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any such demands for appraisal, appraisal or offer to settle or settle any such demands or approve demands. The Company shall comply in all respects with, and reasonably cooperate with Parent and Purchaser regarding, any withdrawal of any such demandsmatters relating to the Dissenters’ Rights Statutes.

Dissenting Shares. No Person Notwithstanding anything in this Agreement to the contrary, Xxxxxx issued and outstanding immediately prior to the Effective Time that are held by any holder who has validly exercised such Person's rights to dissent from not voted in favor of the Merger and who is entitled to demand and who properly demands appraisal of such Shares pursuant to Section 238 262 of the Cayman Companies Law DGCL (“Dissenting Shares”) shall not be entitled converted into the right to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") Consideration, unless and until such Person holder shall have failed to perfect, or shall have effectively withdrawn or lost lost, such Person's rights holder’s right to dissent from appraisal under the DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect or withdraws or loses any such right to appraisal, each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal has been irrevocably lost, withdrawn or expired, the Merger under the Cayman Companies LawConsideration in accordance with this ARTICLE II, without interest. If a holder The Company shall serve prompt notice to Parent of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, notices or demands and any other instruments served pursuant to applicable Law that are received by the Company T relating to Company T shareholders' rights to dissent from appraisal, and Parent shall have the Merger right to participate in and (ii) the opportunity to direct or approve control all offers, negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Lawsuch demands. The Company T shall not, except with without the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Mergerto, any demands for appraisal, settle or offer to settle or settle any such demands settle, or approve any withdrawal of of, any such demands, or agree to do any of the foregoing. Any portion of the Exchange Fund paid to the Exchange Agent to pay for Shares that have become Dissenting Shares shall be returned to Parent upon demand.

Dissenting Shares. No Person who has validly exercised such Person's rights (a) Notwithstanding anything to dissent from the Merger pursuant to Section 238 of contrary contained in this Agreement, Dissenting Shares shall not be converted into or represent the Cayman Companies Law shall be entitled right to receive the Per Share Merger Consideration in accordance with respect Section 2.1, but (so long as the holder of such Dissenting Shares shall not fail to Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person shall have effectively withdrawn perfect, withdraw or lost such Person's otherwise lose his, her or its rights to dissent from appraisal) shall instead be converted into the Merger under right to receive the Cayman Companies Law. If rights as are granted by the DGCL to a holder of Dissenters Dissenting Shares. (b) If any Dissenting Shares effectively withdraws its demand forshall lose their status as such (through failure to perfect, withdraw or loses its rights tootherwise) or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the DGCL, dissent from then, as of the later of the Effective Time or the date of loss of such status, such shares shall no longer be considered Dissenting Shares for purposes of this Agreement and such Dissenting Shares shall be deemed to have been converted at the Effective Time into the right to receive the Merger pursuant to Consideration in accordance with Section 238 2.1, without interest thereon, upon surrender of the Cayman Companies Law Certificate or Uncertificated Shares formerly representing such shares in accordance with respect to any Dissenters Shares, such Section 2.2. (c) The Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only give the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y Parent: (i) copies prompt notice of notices of objection, notices of dissentany written demand for appraisal received by the Company prior to the Effective Time pursuant to the DGCL, any written demands for appraisal, attempted withdrawals withdrawal of any such demands, demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to applicable Law the DGCL that are received by Company T relating relates to Company T shareholders' rights to dissent from the Merger such demand; and (ii) the opportunity to direct or approve participate in all offers, negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Lawany such demand, notice or instrument. The Company T shall not, except with the prior written consent of Company Y, voluntarily not make any payment or settlement offer prior to the Effective Time with respect to any exercise by a shareholder of such demand, notice or instrument unless the Parent shall have given its rights prior written consent to dissent from the Merger, any demands for appraisal, offer to settle such payment or settle any such demands or approve any withdrawal of any such demandssettlement offer.

Dissenting Shares. No Person Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are held by any record holder who has validly exercised such Person's rights to dissent from not voted in favor of the Merger pursuant to or consented thereto in writing and who has demanded appraisal rights in accordance with Section 238 262 of the Cayman Companies Law DGCL (the “Dissenting Shares”) shall not be entitled 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 in respect of such Dissenting Shares pursuant to the DGCL; provided, however, that any holder of Dissenting Shares who shall have failed to perfect or shall have withdrawn or lost his rights to appraisal of such Dissenting Shares, in each case under the DGCL, shall forfeit the right to appraisal of such Dissenting Shares, and such Dissenting Shares shall be deemed to have been converted into the right to receive, as of the Effective Time, the Merger Consideration without interest. Notwithstanding anything to the contrary contained in this Section 3.03, if the Merger is rescinded or abandoned, then the right of any holder of Dissenting Shares to be paid the fair value of such stockholder’s Dissenting Shares shall cease. The Surviving Corporation shall comply with all of its obligations under the DGCL with respect to Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person shall have effectively withdrawn or lost such Person's rights to dissent from the Merger under the Cayman Companies Law. If a holder holders of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Dissenting Shares. Each Dissenters Share The Company shall be entitled to receive only give the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y Parent (i) copies prompt written notice of notices of objection, notices of dissent, any written demands for appraisal, attempted any withdrawals of such demands, demands received by the Company and any other related instruments served pursuant to applicable Law that are the DGCL and received by Company T relating to Company T shareholders' rights to dissent from the Merger Company, and (ii) the opportunity to direct or approve and participate in all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies LawDGCL. The Company T shall not, except with the prior written consent of Company Ythe Parent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisalappraisal or negotiate, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person Notwithstanding any provision of this Agreement to the contrary, Company Shares that are issued and outstanding immediately prior to the Effective Time and held by holders of such Company Shares who has validly exercised such Person's exercise appraisal rights with respect thereto in accordance with applicable provisions of the DGCL, including, without limitation, Section 262 thereof (the "DISSENTING SHARES") will not be exchangeable for the right to dissent from receive the Merger pursuant to Section 238 Consideration, and holders of the Cayman Companies Law shall such Dissenting Shares will be entitled to receive payment of the Per Share Merger Consideration appraised value of such Dissenting Shares in accordance with respect to Company T Shares owned by such Person ("Dissenters Shares") those provisions unless and until such Person shall have holders fail to perfect or effectively withdrawn withdraw or lost such Person's lose their rights to dissent from appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights to appraisal and payment under the DGCL, such Dissenting Shares will thereupon be treated as if they had been converted into and to have become exchangeable for, at the Effective Time, the right to receive the Merger under Consideration, without any interest thereon. The Company shall give Parent prompt notice of any demands received by the Cayman Companies Law. If a holder Company for appraisals of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. The Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Law. Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, appraisal or offer to settle or settle any such demands demands. Notwithstanding any provision of this Agreement to the contrary, if Parent or approve any withdrawal the Company abandons or is finally enjoined or prevented from carrying out, or the stockholders rescind their approval of any the Merger and adoption of, this Agreement, the right of each holder of Dissenting Shares to receive payment of the appraised value of Company Shares as provided herein shall terminate, effective as of the time of such demandsabandonment, injunction, prevention or rescission.

Dissenting Shares. No Person Notwithstanding Section 3.2, Shares outstanding immediately prior to the Effective Time and held by a holder who has validly exercised not tendered such Person's rights holder’s Shares is entitled to dissent from and has properly demanded appraisal for such Shares in accordance with the DGCL (“Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, but shall be entitled only to such rights as are granted by Section 262 of the DGCL, unless such holder fails to perfect, withdraws or otherwise loses the right to appraisal under Section 262 of the DGCL. If, after the Effective Time, such holder fails to perfect, withdraws, waives or loses the right to appraisal under Section 262 of the DGCL or fails to establish such holder’s entitlement to appraisal rights as provided in the DGCL, then in each such case such holder shall forfeit appraisal rights in respect of such Shares and such Shares shall be treated as if they had been converted pursuant to Section 238 3.2(a) as of the Cayman Companies Law Effective Time, and shall be entitled represent only, the right to receive the Per Share Merger Consideration in accordance with respect to Section 3.3. The Company T shall give Parent prompt notice of any demands received by the Company for appraisal of Shares owned by such Person ("Dissenters Shares") unless and until such Person shall have effectively withdrawn or lost such Person's rights to dissent from the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of any such demands, and any other instruments served pursuant to the extent permitted by applicable Law that are received by Company T relating Law, Parent shall have the right to Company T shareholders' rights to dissent from the Merger participate in and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Lawsuch demands. The Company T shall not, except with without the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisalto, offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL or agree to do any of the foregoing.

Dissenting Shares. No Person Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder thereof who has validly exercised demanded payment of the fair value for such Person's rights Shares as determined in accordance with Section 262 of the DGCL (such Shares, the "Dissenting Shares") shall not be converted into or be exchangeable for the right to dissent receive the Per Share Merger Consideration, but instead shall be converted into the right to receive payment from the Merger pursuant Surviving Corporation with respect to Section 238 such Dissenting Shares in accordance with the DGCL, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder's right under the DGCL. If any such holder of Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, each Share of such holder shall be treated, at the Company's sole discretion, as a Share that had been converted as of the Cayman Companies Law shall be entitled Effective Time into the right to receive the Per Share Merger Consideration in accordance with respect Section 4.1(a). The Company shall give prompt notice to Parent of any written demands (and any written withdrawals thereof) received by the Company T for appraisal of Shares owned by such Person ("Dissenters Shares") unless and until such Person shall have effectively withdrawn or lost such Person's rights to dissent from the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 262 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demandsDGCL, and any other instruments served pursuant Parent shall have the right to applicable Law that are received by Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve reasonably participate in all offers, negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Lawsuch demands. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Mergerto, any demands for appraisal, offer to or settle or settle waive any such demands or approve any withdrawal of rights with respect to, any such demands. Any portion of the Per Share Merger Consideration made available to the Paying Agent pursuant to this Section 4.1(d) to pay for Shares for which appraisal rights have been perfected shall be returned to Parent upon demand.

Dissenting Shares. No Person Notwithstanding anything in this Agreement to the contrary, shares of Company Stock outstanding immediately prior to the Effective Time that are held by stockholders (i) who has validly exercised such Person's rights to dissent from shall have neither voted for approval and adoption of this Agreement and the Merger pursuant to Section 238 of the Cayman Companies Law nor consented thereto in writing and (ii) who shall be entitled to and shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of the DGCL (“Dissenting Shares”), shall not be converted into the right to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") at or after the Effective Time unless and until the holder of such Person shall have effectively withdrawn shares of Company Stock fails to perfect, withdraws or lost otherwise loses such Person's rights holder’s right to dissent from the Merger under the Cayman Companies Lawappraisal. If a holder of Dissenters Dissenting Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to shall withdraw (in accordance with Section 238 262(k) of the Cayman Companies Law with respect to any Dissenters SharesDGCL) his or her demand for such appraisal or shall become ineligible for such appraisal, then, as of the Effective Time or the occurrence of such event, whichever last occurs, such Company T holder’s Dissenting Shares shall cease to be Dissenters Shares. Each Dissenters Share Dissenting Shares and shall be entitled converted into the right to receive only the payment resulting from Merger Consideration, without interest thereon in the procedure manner provided in Section 238 1.07 hereof. The Company or the Surviving Corporation, as the case may be, shall give Parent prompt notice of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, demands for appraisal and any other instruments served pursuant to applicable Law that are Section 262 of the DGCL and received by the Company. The Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Law. Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person (a) Notwithstanding anything in this Agreement to the contrary, Shares that are held by any record holder who has validly exercised such Person's rights to dissent from not voted in favor of the Merger pursuant to or consented thereto in writing and who has demanded appraisal rights in accordance with Section 238 262 of the Cayman Companies Corporation Law (the "Dissenting Shares") shall not be entitled converted into the right to receive the Per Share Merger Consideration Consideration, but shall become the right to receive such consideration as may be determined to be due in respect of such Dissenting Shares pursuant to the Corporation Law; provided, however, that any holder of Dissenting Shares who shall have failed to perfect or shall have withdrawn or lost his rights of appraisal with respect to Company T such Dissenting Shares, in each case under the Corporation Law, shall forfeit the right to appraisal of such Dissenting Shares, and such Dissenting Shares owned by such Person ("Dissenters Shares") unless and until such Person shall be deemed to have effectively withdrawn or lost such Person's rights been converted into the right to dissent from receive, as of the Effective Time, the Merger Consideration, without interest. Notwithstanding anything to the contrary contained in this Section 2.5(a), if the Merger is rescinded or abandoned, then the right of any stockholder to be paid the fair value of such stockholder's Dissenting Shares shall cease. The Surviving Corporation shall comply with all of its obligations under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Corporation Law with respect to any Dissenters holders of Dissenting Shares, such . (b) The Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y Parent (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisal, attempted and any withdrawals of such demands, received by the Company and any other related instruments served pursuant to applicable Law that are the Corporation Law, and received by the Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies Corporation Law. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, or negotiate or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person Notwithstanding anything to the contrary set forth in this Agreement, shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has validly properly exercised dissenters’ rights in respect of such Person's shares (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s dissenters’ rights under applicable Law with respect to dissent from such shares) in accordance with Sections 607.1301 through 607.1340 of the FBCA (the “Appraisal Statutes”) shall not be converted into a right to receive a portion of the Merger pursuant to Section 238 of the Cayman Companies Law Consideration but instead shall be entitled to payment of such consideration as may be determined to be due in accordance with the Appraisal Statutes; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses such holder’s right to dissent pursuant to the Appraisal Statutes, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the Appraisal Statutes, such shares of Company Capital Stock shall be treated as if they had been converted as of the Effective Time into the right to receive a portion of the Per Share Merger Consideration in accordance with respect Section 3.01(b), without interest thereon, upon surrender of such shares of Company Capital Stock. The Company shall give prompt notice to First Foundation of any demands received by the Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person shall have effectively withdrawn or lost such Person's rights to dissent from the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted of any withdrawals of such demands, and of any other documents or instruments served pursuant to applicable Law that are received by the Company T relating related to Company T shareholders' rights to dissent from the Merger foregoing, and (ii) the opportunity to First Foundation shall direct or approve all offers, negotiations and proceedings with respect to demand for appraisal under such demands. Prior to the Cayman Companies Law. Effective Time, the Company T shall not, except with without the prior written consent of Company YFirst Foundation, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Mergerto, any demands for appraisal, or settle or compromise or offer to settle or settle compromise, any such demands demand, or approve any withdrawal of agree to any such appraisal demands.. ​

Dissenting Shares. No Person who has validly exercised such Person's rights (a) Notwithstanding anything to dissent from the Merger pursuant to Section 238 of contrary contained in this Agreement, Dissenting Shares shall not be converted into or represent the Cayman Companies Law shall be entitled right to receive the Per Share Merger Consideration in accordance with Section 3.01, but shall be cancelled and any Certificate representing, or uncertificated shares that are, Dissenting Shares shall represent only such rights as are granted by the DGCL in respect thereof. (b) If any Dissenting Shares shall lose their status as such (through failure to Company T Shares owned by perfect or otherwise), then, as of the later of the Effective Time or the date of loss of such Person ("Dissenters Shares") unless and until status, such Person shares shall thereupon be deemed to have effectively withdrawn or lost such Person's rights been converted as of the Effective Time into the right to dissent from receive the Merger under Consideration in accordance with Section 3.01, without interest, and shall not thereafter be deemed to be Dissenting Shares. (c) The Company shall give Parent prompt notice of any written demand for appraisal received by the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from Company prior to the Merger Effective Time pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissentDGCL, any written demands for appraisal, attempted withdrawals withdrawal of any such demands, demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to applicable Law the DGCL that are received by Company T relating relates to Company T shareholders' rights to dissent from the Merger and (ii) such demand. Parent will have the opportunity and right, at its election, to direct or approve otherwise participate in all offers, negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Lawany such demand, notice or instrument. The Company T shall not, except with the prior written consent of Company Y, voluntarily not make any payment or settlement offer with respect to any exercise by such demand, notice or instrument unless Parent shall have given its written consent to such payment or settlement offer, which consent shall not be unreasonably withheld, conditioned or delayed. The Company shall not waive any failure to timely deliver a shareholder of its rights to dissent from written demand for appraisal or the Merger, any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal taking of any other action by such demandsholder of Dissenting Shares as may be necessary to perfect appraisal rights under the DGCL.

Dissenting Shares. No Person Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has validly exercised such Person's rights to dissent from not voted in favor of the Merger pursuant to and who has delivered a written demand for appraisal of such Shares in accordance with Section 238 262 of the Cayman Companies Law DGCL (the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 1.2 hereof, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal and payment under the DGCL. Such holder shall be entitled to receive payment of the Per Share appraised value of such Shares in accordance with the provisions of the DGCL, provided that such holder complies with the provisions of Section 262 of the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration with respect Consideration, without interest thereon. The Company shall give Merger Sub prompt notice of any demands received by the Company for appraisal of Shares, and, prior to Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person the Effective Time, Merger Sub shall have effectively withdrawn or lost such Person's rights the right to dissent from the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure participate in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand for appraisal under such demands. Prior to the Cayman Companies Law. Effective Time, the Company T shall not, except with the prior written consent of Company YMerger Sub, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Mergerto, any demands for appraisal, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. No Person Notwithstanding anything in this Agreement to the contrary, shares of Company Stock which are issued and outstanding immediately prior to the Effective Time and which are held by Stockholders who has validly exercised such Person's rights to dissent from have complied with the Merger pursuant to procedures for appraisal set forth in Section 238 262 of the Cayman Companies Delaware General Corporation Law (the "Dissenting Shares") (i) shall only be entitled to such rights as are granted under Section 262 of the Delaware General Corporation Law, and (ii) shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") consideration provided in Section 2.2 hereof, unless and until such Person holder shall have failed to perfect or shall have effectively withdrawn or lost such Personholder's rights right to dissent from the Merger appraisal and payment under the Cayman Companies Delaware General Corporation Law. If a such holder shall have so failed to perfect or shall have effectively withdrawn or lost such right, such shares of Dissenters Shares effectively withdraws its demand Company Stock shall thereupon be deemed to have been converted into and to have become exchangeable for, or loses its rights to, dissent from the Merger pursuant to Section 238 as of the Cayman Companies Law with respect to any Dissenters SharesEffective Time, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled the right to receive only the payment resulting from the procedure consideration provided for in Section 238 of the Cayman Companies Law2.2, without any interest thereon. The Company T shall promptly give Company Y Parent (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisalappraisal of any shares of Company Common Stock, attempted withdrawals of such demands, and any other instruments served pursuant to applicable the Delaware General Corporation Law that are received by the Company T relating to Company T shareholdersstockholders' rights to dissent from the Merger of appraisal and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies Delaware General Corporation Law. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisalappraisals of shares of Company Stock, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person (a) Notwithstanding anything in this Agreement to the contrary, shares of Pac Rim Common Stock which are held by any recordholder who has validly exercised such Person's rights to dissent from not voted in favor of the Merger pursuant to or consented thereto in writing and who has demanded appraisal rights in accordance with Section 238 262 of the Cayman Companies Law DGCL ("the Dissenting Shares") shall not be entitled converted into the right to receive the Merger Price Per Share Merger Consideration with hereunder but shall become the right to receive such consideration as may be determined due in respect of such Dissenting Shares pursuant to Company T the DGCL; provided, however, that any holder of Dissenting Shares owned by such Person ("Dissenters Shares") unless and until such Person who shall have effectively failed to perfect, or shall have withdrawn or lost such Person's lost, his rights to dissent from the Merger appraisal of such Dissenting Shares, in each case under the Cayman Companies Law. If a holder DGCL, shall forfeit the right to appraisal of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters such Dissenting Shares, and such Company T Dissenting Shares shall cease be deemed to be Dissenters Shares. Each Dissenters Share have been converted into the right to receive, as (b) Pac Rim shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y Parent (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisal, attempted and any withdrawals of such demands, received by Pac Rim and any other related instruments served pursuant to applicable Law that are the DGCL and received by Company T relating to Company T shareholders' rights to dissent from the Merger Pac Rim, and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies LawDGCL. Company T Pac Rim shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person Notwithstanding any other provision of this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by shareholders who has validly exercised such Person's rights to dissent from did not vote in favor of the Merger pursuant to Section 238 (the “Dissenting Shares”), and the holders of which comply with all of the Cayman Companies Law applicable provisions of the Act relating to dissenters’ rights (the “Dissenting Shareholders”), shall not be entitled converted into or be exchangeable for the right to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") Consideration, unless and until such Person holders shall have failed to perfect or shall have effectively withdrawn or lost their dissenters’ rights under the Act. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost the right to dissent, such Person's rights holder’s shares of Company Common Stock shall thereupon be treated as though such shares of Company Common Stock had been converted, as of the Effective Time, into the right to dissent from receive the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger Consideration pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such this Article 2. The Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y Parent (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisalappraisal of any shares of Company Common Stock, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are the Act and received by the Company T relating to Company T shareholders' ’ rights to dissent from the Merger of appraisal, and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with in respect to demand of demands for appraisal under the Cayman Companies LawAct. Neither the Company T shall notnor the Surviving Corporation shall, except with the prior written consent of Company YParent, voluntarily make any payment with in respect of, or settle or offer to any exercise by a shareholder of its rights to dissent from the Mergersettle, any demands such demand for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demandspayment.

Dissenting Shares. No Person (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders who has validly exercised such Person's rights to dissent from shall have not voted in favor of the Merger pursuant and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the "DISSENTING SHARES") shall not be converted into, or represent the right to Section 238 of receive, the Cayman Companies Law Merger Consideration. Such stockholders shall be entitled to receive payment of the Per Share Merger Consideration appraised value of such Shares held by them in accordance with respect to Company T the provisions of such Section 262, except that all Dissenting Shares owned held by such Person ("Dissenters Shares") unless and until such Person stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost such Person's their rights to dissent from appraisal of such Shares under such Section 262 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 Merger under Consideration, without any interest thereon, upon surrender, in the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand formanner provided in Section 1.8 hereof, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters certificate or certificates that formerly evidenced such Shares, such . (b) The Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y Parent (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisalappraisal received by the Company, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Delaware Law that are and received by the Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies Delaware Law. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person (a) Notwithstanding any provision of this Agreement to the contrary, any issued and outstanding shares of Company Common Stock ("DISSENTING SHARES") held by a Dissenting Stockholder (as defined below) shall not be converted into the Common Stock Price but shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the DGCL; PROVIDED, HOWEVER, that each share of Company 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 of appraisal, pursuant to the DGCL, shall be deemed to be converted as of the Effective Time into the right to receive the Common Stock Price, without interest. As used in this Agreement, "DISSENTING STOCKHOLDER" means any record holder or beneficial owner of shares of Company Common Stock who has validly exercised such Person's rights does not vote for the Merger and complies with all provisions of the DGCL (including all provisions of Section 262 of the DGCL) concerning the right of holders of Company Common Stock to dissent from the Merger pursuant and obtain fair value for their shares. (b) At all times prior to Section 238 of the Cayman Companies Law Effective Time, the Company shall be entitled to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person shall have effectively withdrawn or lost such Person's rights to dissent from the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y Parent (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisalappraisal pursuant to the applicable provisions of the DGCL received by the Company, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies LawDGCL. The Company T shall notnot at any time prior to the Effective Time, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any such demands for appraisal, or settle, or offer to settle settle, or settle any such demands or approve any withdrawal of otherwise negotiate any such demands.

Dissenting Shares. No Person Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time that are held by any holder who has validly exercised such Person's rights to dissent from not voted in favor of the Merger and who is entitled to demand and who properly demands appraisal of such Shares pursuant to Section 238 262 of the Cayman Companies Law DGCL (“Dissenting Shares”) shall not be entitled converted into the right to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") Consideration, unless and until such Person holder shall have failed to perfect, or shall have effectively withdrawn or lost lost, such Person's rights holder’s right to dissent from appraisal under the DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect or withdraws or loses any such right to appraisal, each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal has been irrevocably lost, withdrawn or expired, the Merger under the Cayman Companies LawConsideration in accordance with this Article. If a holder The Company shall serve prompt notice to Parent of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, notices or demands and any other instruments served pursuant to applicable Law that are received by the Company T relating to Company T shareholders' rights to dissent from appraisal, and Parent shall have the Merger right to participate in and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Lawsuch demands. The Company T shall not, except with without the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Mergerto, any demands for appraisal, settle or offer to settle or settle any such demands settle, or approve any withdrawal of of, any such demands.

Dissenting Shares. No Person (a) Notwithstanding anything in this Agreement to the contrary, Shares that are held by any record holder who has validly exercised such Person's rights to dissent from not voted in favor of the Merger pursuant to or consented thereto in writing and who has demanded appraisal rights in accordance with Section 238 262 of the Cayman Companies Corporation Law (the "DISSENTING SHARES") shall not be entitled converted into the right to receive the Per Share Merger Consideration with but shall become the right to receive such consideration as may be determined to be due in respect of such Dissenting Shares pursuant to Company T the Corporation Law; PROVIDED, HOWEVER, that any holder of Dissenting Shares owned by such Person ("Dissenters Shares") unless and until such Person who shall have effectively failed to perfect or shall have withdrawn or lost such Person's his rights to dissent from appraisal of such Dissenting Shares, in each case under the Corporation Law, shall forfeit the right to appraisal of such Dissenting Shares, and such Dissenting Shares shall be deemed to have been converted into the right to receive, as of the Effective Time, the Merger Consideration without interest. Notwithstanding anything to the contrary contained in this Section 3.4, if the Merger is rescinded or abandoned, then the right of any stockholder to be paid the fair value of such stockholder's Dissenting Shares shall cease. The Surviving Corporation shall comply with all of its obligations under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Corporation Law with respect to any Dissenters holders of Dissenting Shares, such . (b) The Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y Parent (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisal, attempted and any withdrawals of such demands, received by the Company and any other related instruments served pursuant to applicable Law that are the Corporation Law, and received by the Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies Corporation Law. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisalappraisal or negotiate, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person who has validly exercised such Person's rights Notwithstanding any other provision of this Agreement to dissent from the Merger pursuant to Section 238 contrary, in the event any shareholder of the Cayman Companies Law shall be entitled to receive Company does not vote in favor of the Per Share Divisive Merger Consideration (the “Dissenting Shares”), and the holder of which complies with all of the applicable provisions of the TBCA with respect to Company T exercising such holders’ dissenters’ rights (the “Dissenting Shareholder”), Parent shall have the right to withhold an amount of Merger Consideration proportionate to the Dissenting Shares owned by such Person ("Dissenters Shares") unless and until such Person holder or holders shall have failed to perfect or shall have effectively withdrawn, lost their dissenters’ rights under the TBCA, or shall have received consideration in lieu of such Shareholder’s dissenters’ rights. If any Dissenting Shareholder shall have (i) failed to perfect such shareholder’s right to dissent, (ii) effectively withdrawn or lost such Person's rights the right to dissent from the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand fordissent, or loses its rights to(iii) received consideration in lieu of such Shareholder’s dissenter and appraisal rights, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T Parent shall promptly pay, within five days of receipt of notice of such failure, withdrawal or payment, any withheld amount of Merger Consideration to the Company. The Company shall give Company Y Parent (ix) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisalappraisal of any Dissenting Shares, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are the TBCA and received by the Company T relating to Company T shareholders' ’ rights to dissent from the Merger of appraisal, and (iiy) the opportunity to direct or approve all offers, negotiations and proceedings with in respect to demand of demands for appraisal under the Cayman Companies LawTBCA. The Company T shall not, except with the prior written consent of Company YParent or in the event that the settlement or payment of such amount does not in any way prejudice any right of MergerSub or Parent, or the Acquired Assets or Assumed Liabilities, voluntarily make any payment with in respect of, or settle or offer to any exercise by a shareholder of its rights to dissent from the Mergersettle, any demands such demand for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demandspayment.

Dissenting Shares. No Person who has validly exercised such Person's Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that are held by stockholders properly exercising appraisal rights to dissent from the Merger pursuant to available under Section 238 262 of the Cayman Companies Corporation Law (the “Dissenting Shares”) shall not be entitled converted into or be exchangeable for the right to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") Consideration, unless and until such Person holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the Corporation Law. Dissenting Shares shall be treated in accordance with Section 262 of the Corporation Law. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such Person's rights right to dissent from appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger under the Cayman Companies LawConsideration, without any interest thereon. If a holder The Company shall give Parent and Merger Sub (a) prompt notice of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable the Corporation Law that are and received by the Company T relating to Company T shareholders' rights to dissent from be paid the Merger “fair value” of Dissenting Shares, as provided in Section 262 of the Corporation Law and (iib) the opportunity to participate in and direct or approve all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies Corporation Law. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make or agree to make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisalappraisals of capital stock of the Company, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person (a) Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who has validly exercised have not voted such Person's rights to dissent from Shares in favor of the Merger pursuant (or consented thereto in writing), who shall have delivered a written objection to the Merger and a demand for appraisal of such Shares in accordance with Section 238 262 of the Cayman Companies Law shall be entitled DGCL (insofar as such Section is applicable to receive the Per Share Merger Consideration and provides for appraisal rights with respect thereto) and who shall not have failed to Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person perfect or shall not have effectively withdrawn or lost such Person's their rights to dissent from appraisal and payment under the DGCL (the "Dissenting Shares"), shall not be converted into the right to receive the Merger under Consideration, but shall instead entitle the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger thereof to receive that consideration determined pursuant to Section 238 262 of the Cayman Companies Law with respect DGCL; provided, however, that if such holder shall have failed to any Dissenters Sharesperfect or shall have effectively withdrawn such holder's right to appraisal and payment under the DGCL, such Company T holder's Shares shall cease thereupon be deemed to be Dissenters Shares. Each Dissenters Share shall be entitled have been converted, at the Effective Time, into the right to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Merger Consideration, without any interest thereon. (b) The Company T shall promptly give Company Y Parent (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisalappraisal pursuant to the applicable provisions of the DGCL received by the Company, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to participate in and, following consummation of the Offer, direct or approve all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies LawDGCL. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any such demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person (a) Notwithstanding anything contained in this Agreement to the contrary, shares of Company Common Stock that are held by any Stockholder who has validly exercised not voted in favor of the Merger or consented thereto in writing, and who has demanded appraisal rights in accordance with the VSCA (the "Dissenting Shares") shall not be converted into the right to receive the merger consideration, but shall become the right to receive such Person's consideration as may be determined to be due in respect of such Dissenting Shares pursuant to the VSCA; provided, however, that any holder of Dissenting Shares who shall have failed to perfect or shall have withdrawn or lost his or her rights to dissent from appraisal of such Dissenting Shares, in each case under the Merger pursuant VSCA, shall forfeit the right to Section 238 appraisal of such Dissenting Shares, and such Dissenting Shares shall be deemed to have been converted into the right to receive, as of the Cayman Companies Law shall be entitled Effective Time, cash in an amount equal to receive the product of the number of such Dissenting Shares multiplied by the Per Share Merger Consideration with respect to Consideration, without interest. (b) The Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person shall have effectively withdrawn or lost such Person's rights to dissent from the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y Parent (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisal, attempted and any withdrawals of such demands, received by the Company and any other related instruments served pursuant to applicable Law that are the VSCA and received by Company T relating to Company T shareholders' rights to dissent from the Merger Company, and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies LawVSCA. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person Notwithstanding any provision of this Agreement to the contrary, CHDM Shares outstanding as of the Effective Time and held by CHDM Stockholders who has validly exercised such Person's rights to dissent from do not vote in favor of the Merger pursuant to and who demand in writing appraisal for such CHDM Shares in accordance with Section 238 262 of the Cayman Companies Delaware General Corporation Law shall will not receive the Merger Consideration. Such CHDM Stockholders will be entitled to receive payment of the Per Share Merger Consideration appraised value of the CHDM Shares held by them in accordance with respect Section 262 of the Delaware General Corporation Law, except that all Dissenting Shares held by CHDM Stockholders who fail to Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person shall have perfect or effectively withdrawn withdraw or lost such Person's lose their rights to dissent from appraisal of such Dissenting Shares under Section 262 of the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand Delaware General Corporation Law will thereupon be deemed to have been converted into and to have become exchangeable for, or loses its rights to, dissent from the Merger pursuant to Section 238 as of the Cayman Companies Law with respect Effective Time, the right to receive Merger Consideration, without any Dissenters interest thereon, upon surrender, in the manner provided in Section 2(f) below, of the stock certificate representing such stockholder's CHDM Shares, such Company T . The CHDM Representative shall give I-trax prompt notice of any demands received by CHDM for appraisal of CHDM Shares shall cease and I-trax will have the right to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 informed of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand for appraisal under such demands. Neither CHDM nor the Cayman Companies Law. Company T shall notCHDM Representative may, except with the prior written consent of Company YI-trax, voluntarily make any payment with respect to any exercise by to, or settle or make a shareholder of its rights to dissent from the Merger, any demands for appraisal, binding offer to settle or settle any such demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. No Person (A) Notwithstanding anything in this Agreement to the contrary, Shares that are held by any record holder who has validly exercised such Person's rights to dissent from not voted in favor of the Merger pursuant to or consented thereto in writing and who has demanded appraisal rights in accordance with Section 238 262 of the Cayman Companies Law DGCL (the "DISSENTING SHARES") shall not be entitled converted into the right to receive the Per Share Merger Consideration with but shall become the right to receive such consideration as may be determined to be due in respect of such Dissenting Shares pursuant to Company T the DGCL; PROVIDED, HOWEVER, that any holder of Dissenting Shares owned by such Person ("Dissenters Shares") unless and until such Person who shall have effectively failed to perfect or shall have withdrawn or lost such Personholder's rights to dissent from appraisal of such Dissenting Shares, in each case under the DGCL, shall forfeit the right to appraisal of such Dissenting Shares, and such Dissenting Shares shall be deemed to have been converted into the right to receive, as of the Effective Time, the Merger Consideration without interest. Notwithstanding anything to the contrary contained in this Section 3.06, if the Merger is rescinded or abandoned, then the right of any stockholder to be paid the fair value of such stockholder's Dissenting Shares shall cease. The Surviving Corporation shall comply with all of its obligations under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law DGCL with respect to any Dissenters holders of Dissenting Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Law. Company T shall not, except with the prior written consent of Company Y, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person who has validly exercised such Person's Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and held by stockholders properly exercising appraisal rights to dissent from the Merger pursuant to available under Section 238 262 of the Cayman Companies Corporation Law (the “Dissenting Shares”) shall not be entitled converted into or be exchangeable for the right to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") Consideration, unless and until such Person holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the Corporation Law. Dissenting Shares shall be treated in accordance with Section 262 of the Corporation Law. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such Person's rights right to dissent from appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger under the Cayman Companies LawConsideration without any interest thereon. If a holder The Company shall give Parent and Purchaser (a) prompt notice of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable the Corporation Law that are and received by the Company T relating to Company T shareholders' rights to dissent from be paid the Merger “fair value” of Dissenting Shares, as provided in Section 262 of the Corporation Law, and (iib) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies Corporation Law. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisalappraisals of capital stock of the Company, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person Notwithstanding Section 3.02 or any other provision of this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time (other than Shares cancelled in accordance with Section 3.02(a)) and held by a holder who is entitled to demand and properly demands appraisal for such Shares in accordance with Section 262 of the DGCL and who has validly exercised such Person's rights otherwise complied with all applicable provisions of Section 262 of the DGCL shall not be converted into the right to dissent from receive the Merger Consideration, but shall be entitled only to such rights as a granted by Section 262 of the DGCL, unless such holder fails to perfect, waives, withdraws or otherwise loses the right to appraisal under Section 262 of the DGCL. If, either before or after the Effective Time, such holder fails to perfect, waives, withdraws or otherwise loses the right to appraisal under Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the appraisal provided by Section 262 of the DGCL, such Shares shall be treated as if they had been converted pursuant to Section 238 3.02(a) as of the Cayman Companies Law Effective Time into, and shall be entitled represent only, the right to receive the Per Share Merger Consideration in accordance with respect to Section 3.03 and the CVR Agreement, upon surrender of such Certificate formerly representing such Share or transfer of such Book-Entry Share, as the case may be. The Company T Shares owned shall give Parent prompt written notice of any demands received by such Person ("Dissenters Shares") unless and until such Person shall have effectively withdrawn or lost such Person's rights to dissent from the Merger under the Cayman Companies Law. If a holder Company for appraisal of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, any waiver or withdrawal of any such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demandsdemand, and any other instruments served pursuant demand, notice or instrument delivered to applicable Law the Company prior to the Effective Time that are received by Company T relating relates to Company T shareholders' rights such demand, and Parent shall have the right to dissent from the Merger participate in and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Lawsuch demands. The Company T shall not, except with without the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisalto, 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.

Dissenting Shares. No Person (a) Notwithstanding any other provision of this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Date and which are held by holders who has validly exercised such Person's rights to dissent from shall have not voted in favor of the Merger pursuant to or consented thereto in writing and who shall have demanded properly in writing appraisal for such shares in accordance with Section 238 262 of the Cayman Companies Law DGCL and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, the "Dissenting Shares") shall not be converted into or represent the right to receive the Merger Consideration. Such holders shall be entitled to receive payment of the Per Share Merger Consideration with respect to Company T appraised value of such shares, except that all Dissenting Shares owned held by such Person ("Dissenters Shares") unless and until such Person holders who shall have failed to perfect or who effectively shall have withdrawn or lost such Person's their rights to dissent from appraisal of such shares under such Section 262 shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Date, for the right to receive, without any interest thereon, the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand forConsideration, or loses its rights to, dissent from the Merger pursuant to Section 238 upon surrender of the Cayman Companies Law with respect to any Dissenters Shares, Certificates evidencing such shares. (b) The Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y Parent (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisalappraisal received by the Company, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies LawDGCL. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, or offer to settle settle, or settle any such demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. No Person (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and which are held by stockholders who has validly exercised such Person's rights to dissent from shall not have voted in favor of the Merger pursuant or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the "Dissenting Shares") shall not be converted into or represent the right to Section 238 of receive the Cayman Companies Law Merger Consideration. Such stockholders shall be entitled to receive payment of the Per Share Merger Consideration appraised value of such Shares held by them in accordance with respect to Company T the provisions of such Section 262, except that all Dissenting Shares owned held by such Person ("Dissenters Shares") unless and until such Person stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost such Person's their rights to dissent from appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into and to have become 10 exchangeable for, as of the Effective Time, the right to receive the Merger under Consideration, without any interest thereon, upon surrender, in the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand formanner provided in Section 2.09, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters certificate or certificates that formerly evidenced such Shares, such . (b) The Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y Parent (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisalappraisal received by the Company, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Delaware Law that are and received by the Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies Delaware Law. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person (a) Notwithstanding any other provisions of this Plan to the contrary, shares of HealthAxis Stock which are outstanding immediately prior to the Effective Date and which are held by shareholders of HealthAxis who has validly exercised such Person's rights to dissent from shall have not voted in favor of the Merger pursuant to or consented thereto in writing and who shall have demanded properly in writing appraisal for such shares (collectively, the "Dissenting Shares") in accordance with Section 238 1571, et seq., of the Cayman Companies Law BCL (each a "Dissenting shareholder" and collectively, the "Dissenting shareholders") shall not be converted into or represent the right to receive any Provident Stock, such shareholders being entitled to receive payment of the Per Share Merger Consideration appraised value of such shares of Provident Stock held by them in accordance with respect the provisions of such Section 1571, et seq., of the BCL, except that all Dissenting Shares held by shareholders who shall have failed to Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person perfect or shall have effectively withdrawn or lost such Person's their rights to dissent from appraisal of such shares of HealthAxis Stock in accordance with the Merger under the Cayman Companies Law. If a holder provisions of Dissenters Shares effectively withdraws its demand forSection 1571, or loses its rights toet seq., dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect BCL shall thereupon be deemed to any Dissenters Shareshave been converted into and to have become exchangeable, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled as of the Effective Date, for the right to receive only the payment resulting from the procedure Provident Stock in accordance with Section 238 of the Cayman Companies Law. Company T 7 hereof, without interest thereon. (b) HealthAxis shall promptly give Company Y Provident (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisalpayment or appraisal of any Dissenting Shares pursuant to Section 1571, et seq., of the BCL, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are the BCL and received by Company T HealthAxis relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve participate, at its expense, in all offers, negotiations and proceedings with respect to demand demands for payment or appraisal under Section 1571, et seq., of the Cayman Companies LawBCL. Company T HealthAxis shall not, except with without the prior written consent of Company YProvident, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisalpayment or appraisals of the capital stock of HealthAxis, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person who has validly exercised such Person's rights Notwithstanding any provision of this Agreement to dissent from the Merger contrary, any shares of Family Capital Stock which are “dissenting shares” (as defined by the NRS) (“Dissenting Shares”), shall not be converted into or represent a right to receive Adcare Common Stock pursuant to Section 238 of Article III, but the Cayman Companies Law holder thereof shall only be entitled to such rights as are granted by the NRS. Each holder of Dissenting Shares who becomes entitled to payment therefor pursuant to the NRS shall receive payment from Family in accordance with the Per Share Merger Consideration with respect NRS; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to Company T establish his entitlement to appraisal rights as provided in the NRS, (ii) if any such holder of Dissenting Shares owned by such Person ("Dissenters Shares") unless and until such Person shall have effectively withdrawn or lost such Person's rights to dissent from the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to his demand for appraisal thereof or lost his right to appraisal and payment therefor under the Cayman Companies Law. Company T NRS or (iii) if neither any holder of Dissenting Shares which are shares of Family Capital Stock shall nothave filed a petition demanding a determination of the fair value of all Dissenting Shares of Family Capital Stock within the time provided in the NRS, except with such holder or holders (as the prior written consent case may be) of Company Y, voluntarily make any payment with respect Family Capital Stock shall forfeit the right to any exercise by a shareholder appraisal of its rights to dissent from the Merger, any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal shares of any such demandsFamily Capital Stock.

Dissenting Shares. No Person (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and which are held by stockholders who has validly exercised such Person's rights to dissent from shall have not voted in favor of the Merger pursuant or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the "DISSENTING SHARES") shall not be converted into or represent the right to Section 238 of receive the Cayman Companies Law Merger Consideration. Such stockholders shall be entitled to receive payment of the Per Share Merger Consideration appraised value of such Shares held by them in accordance with respect to Company T the provisions of such Section 262, except that all Dissenting Shares owned held by such Person ("Dissenters Shares") unless and until such Person stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost such Person's their rights to dissent from appraisal of such Shares under such Section 262 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 Merger under Consideration, without any interest thereon, upon surrender, in the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand formanner provided in Section 2.09, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters certificate or certificates that formerly evidenced such Shares, such . (b) The Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y Parent (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisalappraisal received by the Company, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Delaware Law that are and received by the Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies Delaware Law. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person who has validly exercised such Person's rights Notwithstanding anything in this Agreement to dissent from the Merger contrary, any Dissenting Shares shall be cancelled (but shall not entitle their holders to receive or retain KSL Common Shares pursuant to Section 238 3.1) and shall be converted into the right to receive the fair value thereof under Section 106 of the Cayman Bermuda Companies Law Act (provided that if a Dissenting Shareholder fails to perfect effectively, withdraws or waives or loses such dissenters' rights action, such Dissenting Shareholder shall be entitled to receive the Per Share Merger Consideration with respect to Company T or retain KSL Common Shares owned by such Person ("Dissenters Shares") unless and until such Person shall have effectively withdrawn or lost such Person's rights to dissent from the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 3.1). Each of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares Parties shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only give the payment resulting from the procedure in Section 238 other Party (a) prompt notice of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, appraisal of Dissenting Shares or attempted negotiations to settle or attempted withdrawal or withdrawals of such demands, demands received by such Party and any other instruments served pursuant to applicable Law that are under the Bermuda Companies Act and received by Company T such Party relating to Company T shareholders' rights any Dissenting Shareholder's right to dissent from be paid the Merger fair value of such Dissenting Shareholder's Dissenting Shares and (ii) any applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares and (b) the right and opportunity to direct or approve participate in any and all offers, negotiations and proceedings with respect to demand any written demands for appraisal under the Cayman Bermuda Companies LawAct. Company T shall notNeither Party shall, except with without the prior written consent of Company Ythe other Party, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Mergerto, any demands for appraisalor settle, or offer to settle or settle settle, any such demands or approve applications, or waive any withdrawal of failure to timely deliver a written demand for appraisal or timely take any such demandsother action to perfect appraisal rights in accordance with the Bermuda Companies Act.

Dissenting Shares. No Person who has validly exercised such Person's rights Notwithstanding anything in this Agreement to dissent from the Merger pursuant contrary, with respect to Section 238 each share of Company Common Stock as to which the holder thereof shall have properly complied with the provisions of Chapter 23B.13 of the Cayman Companies Law WBCA as to dissenters' rights (each, a "Dissenting Share"), if any, such holder shall be entitled to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person shall have effectively withdrawn or lost such Person's rights to dissent payment, solely from the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand forSurviving Corporation, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 appraisal value of the Cayman Companies Law. Company T shall promptly give Company Y Dissenting Shares to the extent permitted by and in accordance with the provisions of Chapter 23B.13 of the WBCA; provided, however, that (i) copies if any holder of notices of objectionDissenting Shares, notices of dissentunder the circumstances permitted by and in accordance with the WBCA, any written demands affirmatively withdraws such holder's demand for appraisal, attempted withdrawals appraisal of such demandsDissenting Shares, and any other instruments served pursuant to applicable Law that are received by Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) if any holder of Dissenting Shares fails to establish such holder's entitlement to dissenters' rights as provided in the opportunity WBCA or (iii) if any holder of Dissenting Shares takes or fails to direct take any action the consequence of which is that such holder is not entitled to payment for such holder's shares under the WBCA, such holder or approve holders (as the case may be) shall forfeit the right to appraisal of such shares of Company Common Stock and such shares of Company Common Stock shall thereupon be deemed to have been converted, as of the Effective Time, into and represent the right to receive the Merger Consideration payable in respect of such shares of Company Common Stock. The Company shall give Parent prompt notice of any demands received by the Company for appraisal of shares of Company Common Stock, and Parent shall have the right to participate in all offers, negotiations and proceedings with respect to demand for appraisal under such demands. The Company shall not settle, make any payments with respect to, or offer to settle, any claim with respect to Dissenting Shares without the Cayman Companies Law. Company T shall not, except with the prior written consent of Company Y, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demandsParent.

Dissenting Shares. No Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time (other than shares cancelled in accordance with Section 4.1(a)(ii)) and that are held by any Person who has validly exercised is entitled to demand and properly demands appraisal of such Person's shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”) (such shares of Company Common Stock are referred to collectively as “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to dissent from such shares) shall not be converted into the Merger pursuant to Consideration as provided in Section 238 of the Cayman Companies Law 4.1(a)(i), but instead shall be entitled only to receive such rights as are granted by Section 262; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the Per Share right to appraisal under Section 262, then such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, the Merger Consideration as provided in Section 4.1(a)(i), without interest thereon. The Company shall serve prompt notice to Parent and Merger Sub of any demands received by the Company for appraisal of any shares of Company Common Stock, and Parent and Merger Sub shall have the right to participate in and direct all negotiations and Proceedings with respect to Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person shall have effectively withdrawn or lost such Person's rights to dissent from the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands. Prior to the Effective Time, and any other instruments served pursuant to applicable Law that are received by the Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Law. Company T shall not, except with without the prior written consent of Company YParent and Merger Sub, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Mergerto, any demands for appraisal, 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.

Dissenting Shares. No Person Notwithstanding anything in this Agreement ----------------- to the contrary, the Common Shares outstanding immediately prior to the Effective Time and held by a holder who has validly exercised such Person's rights to dissent from not voted in favor of the Merger pursuant to Section 238 or consented thereto in writing and who has demanded properly in writing appraisal for such Common Shares in accordance with Sections 490.1301 through 490.1331 of the Cayman Companies Law IBCA and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights shall not be converted into or represent the right to receive the Merger Consideration ("Dissenting Shares"). Such shareholders shall be entitled to receive payment of the Per Share Merger Consideration appraised value of such Common Shares held by them in accordance with respect to Company T the Iowa Corporation Law, except that all Dissenting Shares owned held by such Person ("Dissenters Shares") unless and until such Person shareholders who shall have failed to perfect or who effectively shall have withdrawn or lost such Person's their rights to dissent from appraisal of such Common Shares held by them under such Iowa Corporation Law shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the Merger under Consideration, upon surrender, in the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand formanner provided in Section 2.8(b), or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, Certificate or Certificates that formerly evidenced such Company T Shares shall cease to be Dissenters Common Shares. Each Dissenters Share Allied shall be entitled to receive only the payment resulting from the procedure in Section 238 give Nationwide prompt notice of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies any demands of notices of objectionappraisal received by Allied, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Iowa Corporation Law that are and received by Company T relating Allied, and Nationwide shall have the right to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve participate in all offers, negotiations and proceedings with respect to demand for appraisal under such demands. Prior to the Cayman Companies Law. Company T Effective Time, Allied shall not, except with the prior written consent of Company YNationwide, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. No Person who Notwithstanding anything in this Agreement to the contrary, no Outstanding Shares the holder of which has validly exercised such Personcomplied with the applicable provisions of the DGCL as to dissenter's rights ("Dissenting Shares") shall be deemed converted into and to dissent from represent the right to receive the Merger pursuant to Section 238 Consideration, and the holders of the Cayman Companies Law shall Dissenting Shares, if any, will be entitled to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person shall have effectively withdrawn or lost such Person's rights to dissent payment, solely from the Merger Surviving Corporation, of the appraised value of such Dissenting Shares, to the extent permitted by and in accordance with the applicable provisions of the DGCL; provided, however, that (a) if any holder of Dissenting Shares shall, under the Cayman Companies Law. If circumstances permitted by the DGCL, subsequently deliver a holder written withdrawal of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to holder’s demand for appraisal under the Cayman Companies Law. Company T shall notof such Dissenting Shares, except with the prior written consent of Company Y, voluntarily make or (b) if any payment with respect holder fails to any exercise by a shareholder of its establish that holder’s entitlement to rights to dissent from payment as provided in the Mergerapplicable provisions of the DGCL, or (c) if neither any demands holder of Dissenting Shares nor the Surviving Corporation has filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in the applicable provisions of the DGCL, such holder or holders shall forfeit such right to payment for appraisalsuch Dissenting Shares pursuant to the DGCL, offer and each such Outstanding Share will not be considered a Dissenting Share but will thereupon be converted into the right to settle or settle any such demands or approve any withdrawal of any such demands.receive the Merger Consideration. FINAL 08/28/08

Dissenting Shares. No Person (a) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding immediately prior to the Effective Time and held by the stockholders of the Company who has validly exercised such Person's rights to dissent from shall have neither voted in favor of the Merger pursuant to nor consented thereto in writing and who shall have properly and validly perfected their statutory rights of appraisal in respect of such Company Shares in accordance with Section 238 262 of the Cayman Companies Law DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration and shall instead only be entitled to receive such rights as are granted to a holder of Dissenting Company Shares by the Per Share Merger Consideration with respect DGCL. All Dissenting Company Shares held by the stockholders of the Company who shall have failed to Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person perfect or who shall have effectively withdrawn or lost such Person's their rights to dissent from appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and 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 Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand forConsideration, or loses its rights towithout interest thereon, dissent from the Merger pursuant to Section 238 upon surrender of the Cayman Companies Law with respect to any Dissenters Shares, certificate or certificates that formerly evidenced such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only in the payment resulting from the procedure manner provided in Section 238 3.9. (b) The Company shall give Parent (A) prompt notice of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisalappraisal received by the Company, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Delaware Law that are and received by the Company T relating to in respect of Dissenting Company T shareholders' rights to dissent from the Merger Shares and (iiB) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies LawDelaware Law in respect of Dissenting Company Shares. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, or settle or offer to settle or settle any such demands or approve any withdrawal for payment, in respect of any such demandsDissenting Company Shares.

Dissenting Shares. No Person Notwithstanding any provision of this Agreement to the contrary and to the extent available under the FBCA, Shares held by any stockholder entitled to demand and who has validly exercised properly demands the appraisal for such Person's rights Shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 607.1301, et seq., of the FBCA (the “Appraisal Statute”) shall not be converted into, or represent the right to dissent from receive, the Merger pursuant to Section 238 of the Cayman Companies Law Consideration. Any such stockholder shall instead be entitled to receive payment of the Per Share Merger Consideration fair value of such stockholder’s Dissenting Shares in accordance with respect to Company T the provisions of the Appraisal Statute; provided, that, all Dissenting Shares owned held by such Person ("Dissenters Shares") unless and until such Person any stockholder who shall have effectively failed to perfect or who otherwise shall have withdrawn or lost such Person's stockholder’s rights to dissent from appraisal of such Shares under the Appraisal Statute 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 Merger under Consideration, without any interest thereon, upon surrender in the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to manner provided in Section 238 3.02 of the Cayman Companies Law with respect to any Dissenters Shares, Certificate or Certificates that formerly evidenced such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share The Company shall be entitled to receive only give Parent prompt notice of any demands received by the payment resulting from the procedure in Section 238 Company for appraisal of the Cayman Companies Law. shares of Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demandsCommon Stock, and any other instruments served pursuant Parent shall have the right to applicable Law that are received by Company T relating to Company T shareholders' rights to dissent from the Merger participate in and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Lawsuch demands. The Company T shall notnot settle, except make any payments with respect to, or offer to settle, any claim with respect to Dissenting Shares without the prior written consent of Company Y, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demandsParent.

Dissenting Shares. No Notwithstanding anything to the contrary contained in this Agreement, to the extent appraisal rights are available to shareholders of ICB pursuant to the provisions of any applicable Legal Requirements, including the IBCA, any shares of ICB Common Stock held by a Person who has validly exercised such Person's rights objects to dissent from the Merger, whose shares were not voted in favor of the Merger pursuant to Section 238 and who complies with and satisfies all of the Cayman Companies Law shall be entitled to receive provisions of the Per Share Merger Consideration with respect to Company T Shares owned by applicable Legal Requirements concerning the rights of such Person ("Dissenters Shares") unless and until such Person shall have effectively withdrawn or lost such Person's rights to dissent from the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by Company T relating to Company T shareholders' rights to dissent from the Merger and to require appraisal of such Person’s shares and who has not withdrawn such objection or waived such rights prior to the Effective Time (ii) the opportunity to direct or approve all offers, negotiations and proceedings collectively with respect to all such ICB shareholders, the “Dissenting Shares”), shall not be converted pursuant to the provisions of this Article, but shall become the right to receive such consideration as may be determined to be due to the holder of such Dissenting Shares pursuant to the applicable Legal Requirements, including, if applicable, any costs determined to be payable by ICB to the holders of Dissenting Shares pursuant to an order of any court pursuant to any applicable Legal Requirements; provided, however, that each Dissenting Share held by a Person at the Effective Time who shall, after the Effective Time, withdraw the demand for appraisal under or lose the Cayman Companies Law. Company T shall not, except with the prior written consent right of Company Y, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, offer in either case pursuant to settle or settle any such demands or approve any withdrawal applicable Legal Requirements shall be deemed to have been converted, as of any such demandsthe Effective Time, into the right to receive the Merger Consideration as is determined in accordance with this Article.

Dissenting Shares. No Person who has validly exercised such Person's rights Notwithstanding anything in this Agreement to dissent from the contrary, any Dissenting Shares shall be cancelled (but shall not entitle their holders to receive the Merger pursuant Consideration) and converted into the right to receive the fair value thereof under Section 238 106 of the Cayman Bermuda Companies Law Act (provided that if a Dissenting Shareholder fails to perfect effectively, withdraws or waives or loses such dissenters` rights action, such Dissenting Shareholder shall be entitled to receive the Per Share Merger Consideration with respect to Consideration). The Company T Shares owned by such Person shall give Parent ("Dissenters Shares"a) unless and until such Person shall have effectively withdrawn or lost such Person's rights to dissent from the Merger under the Cayman Companies Law. If a holder prompt notice of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, appraisal of Dissenting Shares or attempted negotiations to settle or attempted withdrawal or withdrawals of such demands, demands received by the Company and any other instruments served pursuant to applicable Law that are under the Bermuda Companies Act and received by the Company T relating to Company T shareholders' rights any Dissenting Shareholder’s right to dissent from be paid the Merger fair value of such Dissenting Shareholder’s Dissenting Shares and (ii) any applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares and (b) the right and opportunity to direct or approve participate with the Company in any and all offers, negotiations and proceedings with respect to demand any written demands for appraisal under the Cayman Bermuda Companies LawAct. The Company T shall not, except with without the prior written consent of Company Ythe Parent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Mergerto, any demands for appraisalor settle, or offer to settle or settle settle, any such demands or approve applications, or waive any withdrawal of failure to timely deliver a written demand for appraisal or timely take any such demandsother action to perfect appraisal rights in accordance with the Bermuda Companies Act.

Dissenting Shares. No Person who has validly exercised such Person's rights to dissent from the Merger pursuant to Section 238 (a) If holders of the Cayman Companies Law shall be Company Common Stock are entitled to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person shall have effectively withdrawn or lost such Person's rights to dissent from the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by Company T relating to Company T shareholders' rights to dissent from the Merger and demand appraisal of the Company Common Stock under applicable law (iieach Person electing to exercise such rights, a "DISSENTING HOLDER"), any shares of Company Common Stock held by a Dissenting Holder as to which appraisal has been so demanded in accordance with applicable law ("DISSENTING SHARES") shall not be exchanged as described in Section 3.1, but shall from and after the opportunity Effective Time represent only the right to direct receive such consideration as may be determined to be due such Dissenting Holder pursuant to applicable law; provided, that each share of Company Common Stock held by a Dissenting Holder who shall, after the Effective Time, withdraw its demand for appraisal or approve all offers, negotiations and proceedings lose its rights of appraisal with respect to such shares of stock, in either case pursuant to applicable law, shall not be deemed a Dissenting Share, but shall be deemed to be converted, as of the Effective Time, into the applicable portion of the Merger Consideration. (b) The Company shall give the Purchaser prompt notice of any written demands for appraisal of any shares of Company Common Stock, withdrawals of such demands or failures to perfect appraisal rights resulting in a loss of such rights, and any other instruments received by the Company which relate to any such demand for appraisal under the Cayman Companies Lawappraisal. The Company T shall not, except with the prior written consent of Company Y, not voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands or potential demands for appraisal, appraisal of Company Common Stock or offer to settle or settle any such demands or approve potential demands. The Purchaser shall be responsible for any withdrawal settlement of claims with respect to any Dissenting Shares, which settlements may be paid in cash, Purchaser Stock or such demandsother consideration as the Purchaser may determine, except as otherwise required under applicable law.

Dissenting Shares. No Person who has validly exercised such Person's rights Notwithstanding anything in this Agreement to dissent from the Merger pursuant contrary, shares of Company Common Stock which are dissenting shares (as defined in the DGCL), if any, shall not be converted into or represent a right to Section 238 receive any shares of Parent Common Stock, but the Cayman Companies Law holders thereof shall be entitled only to such rights as are granted by the DGCL. Each holder of dissenting shares who becomes entitled to payment therefor pursuant to the DGCL shall receive payment from the Per Share Merger Consideration Surviving Corporation in accordance with respect the DGCL; provided, however, that (i) if any such holder of dissenting shares shall have failed to Company T Shares owned by establish his or her entitlement to dissenter’s rights as provided in the DGCL, (ii) if any such Person ("Dissenters Shares") unless and until such Person holder of dissenting shares shall have effectively withdrawn his or lost such Person's rights to dissent from the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to her demand for appraisal thereof or lost his or her right to appraisal and payment therefor under the Cayman Companies Law. Company T DGCL, or (iii) if neither any holder of dissenting shares nor the Surviving Corporation shall nothave filed a petition demanding a determination of the value of all dissenting shares within the time provided in the DGCL, except with such holder or holders (as the prior written consent case may be) shall forfeit the right to appraisal of such shares of Company YCommon Stock and such shares of Company Common Stock shall thereupon be deemed to have been converted, voluntarily make any payment with respect to any exercise by a shareholder as of its rights to dissent from the MergerEffective Time of Merger I, any demands for appraisalinto and represent shares of Parent Common Stock and cash (without interest), offer to settle or settle any such demands or approve any withdrawal of any such demandsas applicable, as provided in Section 3.1(c) hereof.

Dissenting Shares. No Person Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time that are held by any holder who has validly exercised is entitled to demand and properly demands appraisal of such Person's rights to dissent from the Merger Shares pursuant to Section 238 262 of the Cayman Companies Law DGCL (“Dissenting Shares”) shall not be entitled converted into the right to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") Consideration, unless and until such Person holder shall have failed to perfect, or shall have effectively withdrawn or lost lost, such Person's rights holder’s right to dissent from appraisal under the DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect or withdraws or loses any such right to appraisal, each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal has been irrevocably lost, withdrawn or expired, the Merger under the Cayman Companies LawConsideration in accordance with Section 3.1(a). If a holder The Company shall provide prompt notice to Parent of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, written notices or written demands and any other written instruments served pursuant to applicable Law that are received by the Company T relating to Company T shareholders' rights to dissent from appraisal, and Parent shall have the Merger right to participate in and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand for appraisal under such demands (provided, that such direction may not result in a binding obligation on the Cayman Companies Lawpart of the Company that is effective prior to the Effective Time). The Company T shall not, except with without the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Mergerto, any demands for appraisal, settle or offer to settle or settle any such demands settle, or approve any withdrawal of any such demands.

Dissenting Shares. No Person (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Capital Stock held by a Stockholder who has validly exercised demands and perfects appraisal rights for such Person's rights to dissent from shares in accordance with the Merger pursuant to Section 238 DGCL and who, as of the Cayman Companies Law shall be entitled to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person shall have Effective Time, has not effectively withdrawn or lost such Person's appraisal rights (collectively, “Dissenting Shares”), shall not be converted into or represent the right to dissent from receive any portion of the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger Consideration pursuant to Section 238 of 2.8, but the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares holder thereof shall cease to be Dissenters Shares. Each Dissenters Share shall only be entitled to receive such rights as are granted by the DGCL. (b) If any Stockholder who holds Dissenting Shares as of the Effective Time effectively withdraws or loses (through passage of time, failure to demand or perfect, or otherwise) the right to demand and perfect appraisal rights under the DGCL, then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares that were Dissenting Shares shall automatically be converted into and represent only the payment resulting from the procedure in Section 238 right to receive a portion of the Cayman Companies Law. Merger Consideration pursuant to and subject to Section 2.8 without interest thereon upon surrender of the certificate representing such shares. (c) The Company T shall promptly give Company Y Parent (i) copies prompt written notice of notices of objection, notices of dissent, any written demands for appraisalappraisal of any shares of Company Capital Stock, attempted withdrawals of such demands, and any other instruments or notices served pursuant to applicable Law that are received by the DGCL on the Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve participate in all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies LawDGCL. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make or agree to make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisalappraisal of Company Capital Stock, or settle or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person who has validly exercised such Person's rights (a) Notwithstanding any provision of this Agreement to dissent from the Merger contrary, Dissenting Shares shall not be converted into or represent the right to receive any portion of the amounts to be paid pursuant to Section 238 of 2.1, but the Cayman Companies Law holders thereof shall only be entitled to receive the Per Share Merger Consideration with respect to Company T such rights as are granted by Delaware Law or California Law. All Dissenting Shares owned held by such Person ("Dissenters Shares") unless and until such Person stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost such Person's their dissenters’ rights shall thereupon be deemed to dissent from the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand have been converted into and to have become exchangeable for, as of the later of the Effective Time or loses its rights tothe occurrence of such event, dissent from the Merger right to receive an appropriate portion of the amounts to be paid pursuant to Section 238 2.1, without any interest thereon, upon remittance of the Cayman Companies Law with respect to any Dissenters SharesTransmittal Materials and surrender, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only in the payment resulting from the procedure manner provided in Section 238 2.2, of the Cayman Companies Law. Certificate that formerly evidenced such shares. (b) The Company T shall promptly give Company Y Parent (i) copies prompt notice of notices any demands under Delaware Law or California Law for fair value of objection, notices shares of dissentCompany Common Stock or Company Preferred Stock received by the Company, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Delaware Law that are or California Law, if any, and received by Company T relating to Company T shareholders' rights to dissent from the Merger Company, and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand demands for appraisal fair value under the Cayman Companies Delaware Law or California Law, if any. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, the fair value of shares of Company Common Stock or Company Preferred Stock or settle or offer to settle or settle any such demands other than by operation of law or approve any withdrawal pursuant to a final order of any such demandsa court of competent jurisdiction.

Dissenting Shares. No Person (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has validly exercised such Person's rights to dissent from not voted in favor of the Merger pursuant to Section 238 or consented thereto in writing and who has complied with all of the Cayman Companies Law relevant provisions of Section 16-10a-1301, et seq. of the URBCA ("Dissenting Shares") shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the Per Share Merger Consideration appraised value of such Shares held by him or her in accordance with respect the provisions of Section 16-10a-1301, et seq. of the URBCA, unless, after the Effective Time, such holder fails to Company T perfect or withdraws or loses his or her right to appraisal, in which case such Shares owned by such Person ("Dissenters Shares") unless shall be converted into and until such Person shall have effectively withdrawn or lost such Person's rights represent only the right to dissent from receive the Merger under Consideration, without interest thereon, upon surrender of the Cayman Companies Law. If a holder of Dissenters Certificate or Certificates representing such Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such 2.2. (b) The Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y Parent (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the URBCA and received by the Company T relating to Company T shareholders' rights to dissent from the Merger of appraisal and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies LawURBCA. Company T shall not, except Except with the prior written consent of Parent, the Company Y, shall not voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, appraisal or settle or offer to settle or settle any such demands for appraisal. (c) Each holder of Dissenting Shares who becomes entitled under the applicable URBCA provisions to payment for Dissenting Shares shall receive payment therefor after the Effective Time from the Surviving Corporation (but only after the amount thereof shall have been agreed upon or approve any withdrawal of any such demandsfinally determined pursuant to the applicable URBCA provisions).

Dissenting Shares. No Person Notwithstanding anything in this ----------------- Agreement to the contrary, the Common Shares or Preferred Shares outstanding immediately prior to the Effective Time and held by a holder who has validly exercised such Person's rights to dissent from not voted in favor of the Merger pursuant to Section 238 or consented thereto in writing and who has demanded properly in writing appraisal for such Common Shares or Preferred Shares in accordance with Sections 490.1301 through 490.1331 of the Cayman Companies Iowa Corporation Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights shall not be converted into or represent the right to receive the Merger Consideration ("Dissenting Shares"). Such shareholders shall be entitled to receive payment of the Per Share Merger Consideration appraised value of such Common Shares or Preferred Shares held by them in accordance with respect to Company T the Iowa Corporation Law, except that all Dissenting Shares owned held by such Person ("Dissenters Shares") unless and until such Person shareholders who shall have failed to perfect or who effectively shall have withdrawn or lost such Person's their rights to dissent from appraisal of such Common Shares or Preferred Shares held by them under the Iowa Corporation Law shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the Merger under Consideration, upon surrender, in the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand formanner provided in Section 2.8(b), or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, Certificate or Certificates that formerly evidenced such Company T Common Shares shall cease to be Dissenters or Preferred Shares. Each Dissenters Share Allied shall be entitled to receive only the payment resulting from the procedure in Section 238 give Nationwide prompt notice of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies any demands of notices of objectionappraisal received by Allied, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Iowa Corporation Law that are and received by Company T relating Allied, and Nationwide shall have the right to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve participate in all offers, negotiations and proceedings with respect to demand for appraisal under such demands. Prior to the Cayman Companies Law. Company T Effective Time, Allied shall not, except with the prior written consent of Company YNationwide, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. No Person Notwithstanding Section 2.02, Company Shares and Series A Preferred Shares outstanding immediately prior to the Effective Time and held by a holder who has validly exercised neither voted in favor of this Agreement nor consented thereto in writing and who has properly demanded appraisal for such Person's rights to dissent from the Merger pursuant to Section 238 of the Cayman Companies Company Shares or Series A Preferred Shares in accordance with Delaware Law shall not be entitled converted into the right to receive the Per Share Company Shares Merger Consideration with respect or Series A Preferred Shares Merger Consideration, as applicable, unless such holder fails to Company T Shares owned by perfect, withdraws or otherwise loses the right to appraisal. If, after the Effective Time, any such Person ("Dissenters Shares") unless and until such Person shall have effectively withdrawn or lost such Person's rights holder fails to dissent from the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively perfect, withdraws its demand for, or loses its rights to, dissent from the Merger pursuant right to Section 238 of the Cayman Companies Law with respect to any Dissenters Sharesappraisal, such Company T Shares or Series A Preferred Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled treated as if they had been converted as of the Effective Time into the right to receive only the payment resulting from Company Shares Merger Consideration or Series A Preferred Shares Merger Consideration, as applicable. The Company shall give Parent prompt notice of any demands received by the procedure in Section 238 Company for appraisal of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demandsShares or Series A Preferred Shares, and any other instruments served pursuant Parent shall have the right to applicable Law that are received by Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve participate in all offers, negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Lawsuch demands. Company T shall not, except Except with the prior written consent of Parent, the Company Y, voluntarily shall not make any payment with respect to any exercise by a shareholder of its rights to dissent from the Mergerto, any demands for appraisal, or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. No Person Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time that are held by any holder who has validly exercised is entitled to demand and properly demands appraisal of such Personshares (such holder, a "Dissenting Stockholder" and such holder's rights to dissent from Shares, the Merger "Dissenting Shares") pursuant to to, and who complies in all respects with, the provisions of Section 238 262 of the Cayman Companies Law DGCL ("Section 262") shall not be entitled converted into the right to receive the Per Share Merger Consideration as provided in Section 2.07(a), but instead such holder shall be entitled to payment of the fair value of such Dissenting Shares in accordance with respect the provisions of Section 262. At the Effective Time, all Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to Company T Shares owned by such Person ("Dissenters Shares") unless exist, and until such Person shall have effectively withdrawn or lost such Person's rights to dissent from the Merger under the Cayman Companies Law. If a each holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any Dissenting Stockholder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such Dissenting Stockholder is not entitled to the relief provided by Section 262, then the right of such Dissenting Stockholder to be Dissenters Shares. Each Dissenters Share paid the fair value of such Dissenting Shares in accordance with the provisions of Section 262 shall cease and each of such Dissenting Shares shall be entitled deemed to have been converted as of the Effective Time into, and shall have become, the right to receive only the payment resulting from the procedure Per Share Merger Consideration as provided in Section 238 of the Cayman Companies Law2.07(a). The Company T shall promptly give Company Y (i) copies deliver prompt notice to Parent of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals appraisal of such demands, and any other instruments served pursuant to applicable Law that are Shares received by the Company T relating prior to Company T shareholders' rights to dissent from the Merger Effective Time, and (ii) give Parent the opportunity to direct or approve participate at its own expense in all offers, negotiations and proceedings with respect to demand for appraisal under any such demand. Prior to the Cayman Companies Law. Effective Time, the Company T shall not, except with without the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Mergerto, any demands for appraisal, 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.

Dissenting Shares. No Person (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and which are held by stockholders who has validly exercised such Person's rights to dissent from shall have not voted in favor of the Merger pursuant or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the "DISSENTING SHARES") shall not be converted into or represent the right to Section 238 of receive the Cayman Companies Law Merger Consideration. Such stockholders shall be entitled to receive payment of the Per Share Merger Consideration appraised value of such Shares held by them in accordance with respect to Company T the provisions of such Section 262, except that all Dissenting Shares owned held by such Person ("Dissenters Shares") unless and until such Person stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost such Person's their rights to dissent from appraisal of such Shares under such Section 262 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 Merger under Consideration, without any interest thereon, upon surrender, in the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand formanner provided in Section 2.10, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters certificate or certificates that formerly evidenced such Shares, such . (b) The Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y Parent (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisalappraisal received by the Company, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Delaware Law that are and received by the Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies Delaware Law. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time that are held by any holder who has validly exercised such Person's rights to dissent from not voted in favor of the Merger and who is entitled to demand and properly demands appraisal of such Shares pursuant to Section 238 262 of the Cayman Companies Law DGCL (“Dissenting Shares”) shall not be entitled converted into the right to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") Consideration, unless and until such Person holder shall have failed to perfect, or shall have effectively withdrawn or lost lost, such Person's rights holder’s right to dissent from appraisal under the DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect or withdraws or loses (including by a determination of a court of competent jurisdiction) any such right to appraisal, then each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal has been irrevocably lost, withdrawn or expired, the Merger under Consideration in accordance with Section 3.1(a). Prior to the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand forEffective Time, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies notify Parent of notices of objection, notices of dissent, any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, notices or demands and any other instruments served pursuant to applicable Law that are received by the Company T relating to Company T shareholders' rights to dissent from appraisal, and Parent shall have the Merger right to reasonably participate in and (ii) the opportunity to reasonably direct or approve all offers, negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Lawsuch demands. The Company T shall not, except with without the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Mergerto, any demands for appraisal, settle or offer to settle or settle any such demands settle, or approve any withdrawal of any such demands.

Dissenting Shares. No Person Notwithstanding anything in this ----------------- Agreement to the contrary, Shares outstanding immediately prior to the Effective Time that are held by stockholders (i) who has validly exercised such Person's rights to dissent from shall have neither voted for approval and adoption of this Agreement and the Merger pursuant to Section 238 of the Cayman Companies Law nor consented thereto in writing and (ii) who shall be entitled to and shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of the DGCL ("Dissenting Shares"), shall not be converted into the right to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") at or after the Effective Time unless and until the holder of such Person shall have effectively withdrawn Shares fails to perfect, withdraws, waives or lost otherwise loses such Personholder's rights right to dissent from the Merger under the Cayman Companies Lawappraisal. If a holder of Dissenters Dissenting Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to shall withdraw (in accordance with Section 238 262(k) of the Cayman Companies Law with respect to any Dissenters SharesDGCL) his or her demand for such appraisal or shall become ineligible for such appraisal, then, as of the Effective Time or the occurrence of such event, whichever last occurs, such Company T holder's Dissenting Shares shall cease to be Dissenters Shares. Each Dissenters Share Dissenting Shares and shall be entitled converted into and represent the right to receive only the payment resulting from the procedure in Section 238 Merger Consideration, without interest thereon. The Company shall give Parent (a) prompt notice of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, demands for appraisal and any other instruments served pursuant to applicable Law that are Section 262 of the DGCL and received by the Company T relating to Company T shareholders' rights to dissent from the Merger and (iib) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies Lawappraisal. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, payment of fair value or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person who has validly exercised such Person's Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights to dissent from the Merger pursuant to available under Section 238 262 of the Cayman Companies Corporation Law (the “Dissenting Shares”) shall not be entitled converted into or be exchangeable for the right to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") Consideration, unless and until such Person holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the Corporation Law. Dissenting Shares shall be treated in accordance with Section 262 of the Corporation Law. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such Person's rights right to dissent from appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger under the Cayman Companies LawConsideration without any interest thereon. If a holder The Company shall give Parent and Merger Sub (a) prompt notice of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable the Corporation Law that are and received by the Company T relating to Company T shareholders' rights to dissent from be paid the Merger “fair value” of Dissenting Shares, as provided in Section 262 of the Corporation Law and (iib) the opportunity to participate in and direct or approve all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies Corporation Law. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make or agree to make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisalappraisals of capital stock of the Company, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person Notwithstanding any other provision of this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by shareholders who has validly exercised such Person's rights did not vote in favor of the Reorganization (the "Dissenting Shares"), and the holders of which comply with all of the applicable provisions of the Corporations Act relating to the right to dissent from in these circumstances and receiving payment for their shares (the Merger pursuant to Section 238 of "Dissenting Shareholders"), shall not be converted into or be exchangeable for the Cayman Companies Law shall be entitled right to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Exchangeable Shares") , unless and until such Person holders shall have failed to perfect or shall have effectively withdrawn or lost such Person's their dissenters' rights to dissent from the Merger under the Cayman Companies LawCorporations Act. If a holder any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost the right to dissent, such holder's shares of Dissenters Company Common Stock shall thereupon be treated as though such shares of Company Common Stock had been converted, as of the Effective Time, into the right to receive Exchangeable Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 this Article II and the Articles of the Cayman Companies Law with respect to any Dissenters Shares, such Amendment. The Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y Parent (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisalappraisal of any shares of Company Common Stock, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are the Corporations Act and received by the Company T relating to Company T shareholders' rights to dissent from of dissent, payment of the Merger fair value of their shares, or appraisal, and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with in respect to demand of demands for appraisal under the Cayman Companies LawCorporations Act. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with in respect of, or settle or offer to settle, any exercise by a shareholder of its rights such demand for payment. Each Signing Company Shareholder hereby irrevocably waives any right to dissent from in relation to the Merger, any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal Reorganization and approval of any such demandsthe Articles of Amendment.

Dissenting Shares. No Person Notwithstanding anything in this Agreement to the contrary, InfoAccess Shares that are issued and outstanding immediately prior to the Effective Time and that are held by shareholders who has validly exercised have the right (to the extent such Person's rights right is available by law) to dissent from the Merger pursuant to Section 238 demand and receive payment of the Cayman Companies Law shall fair value of their shares of InfoAccess Shares in the manner provided in Chapter 23B.13 of the WBCA and have not failed to perfect or have not effectively withdrawn or lost such right under the WBCA, as the case may be, prior to the Effective Time ("Dissenting Shares") will not be entitled converted into the right to receive the Per Share Merger Consideration with respect Consideration; provided, however, that if any holder of Dissenting Shares shall fail to Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person perfect or shall have effectively withdrawn or lost such Person's rights right under the WBCA, such shares of InfoAccess Common Stock shall thereupon be deemed to dissent from have been converted into and to have become exchangeable for the right to receive the Merger under Consideration, without interest. InfoAccess shall give IntraNet Solutions prompt notice of (a) any written notice of intent to demand the Cayman Companies Law. If a holder fair value of Dissenters any InfoAccess Shares effectively withdraws its pursuant to the WBCA, (b) any written demand forfor payment or supplemental payment, (c) any deposit of Dissenting Shares, and (d) any other written demand, notice, or loses its rights to, dissent from the Merger pursuant service of process relating to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Dissenting Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Law. Company T shall InfoAccess will not, except with the upon prior written consent of Company Yfrom IntraNet Solutions, voluntarily make any payment or remittance with respect to, or settle or offer to any exercise by a shareholder of its rights to dissent from the Mergersettle, any demands demand for appraisal, offer to settle payment or settle any such demands or approve any withdrawal agree upon the fair value of any such demandsDissenting Shares.

Dissenting Shares. No Person (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders who has validly exercised such Person's rights to dissent from shall have not voted in favor of the Merger pursuant or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the "Dissenting Shares") shall not be converted into, or represent the right to Section 238 of receive, the Cayman Companies Law Merger Consideration. Such stockholders shall instead be entitled to receive payment of the Per Share Merger Consideration appraised value of such Shares held by them in accordance with respect to Company T the provisions of such Section 262, except that all Dissenting Shares owned held by such Person ("Dissenters Shares") unless and until such Person stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost such Person's their rights to dissent from appraisal of such Shares under such Section 262 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 Merger under Consideration, without any interest thereon, upon surrender, in the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand formanner provided in Section 1.8 hereof, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters certificate or certificates that formerly evidenced such Shares, such . (b) The Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y Parent (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisalappraisal received by the Company, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Delaware Law that are and received by the Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies Delaware Law. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person Notwithstanding anything to the contrary contained herein, each share of Company Stock issued and outstanding immediately prior to the Effective Time held by holders who has validly shall have properly exercised such Person's their appraisal rights to dissent from the Merger pursuant to with respect thereto under Section 238 262 of the Cayman Companies Law DGCL (“Dissenting Shares”) shall not be entitled converted into the right to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person shall have effectively withdrawn or lost such Person's rights to dissent from the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand forConsideration, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share but shall be entitled only to such rights as may be granted to them in accordance with the provisions of Section 262 of the DGCL, except that each Dissenting Share held by a holder who shall thereafter withdraw his or her demand for appraisal or shall fail to perfect or otherwise waive or lose his or her right to such payment as provided in such Section 262 shall be deemed to be converted, as of the Effective Time, into the right to receive only the payment resulting from applicable Per Share Merger Consideration, without interest (except interest on any escrowed funds), in the procedure in Section 238 form such holder otherwise would have been entitled to receive as a result of the Cayman Companies LawMerger. The Company T will enforce any contractual waivers that holders of Company Common Stock have granted regarding appraisal rights that would apply to the Merger. The Company shall promptly give Company Y Parent (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisalappraisal of any shares of Company Stock, attempted the withdrawals of such demands, any other instrument served on the Company under the provisions of Section 262 of the DGCL and any other instruments served pursuant to applicable Law that are received by Company T matters relating to Company T shareholders' rights to dissent from the Merger such demands, and (ii) the opportunity right to direct or approve all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies LawDGCL; provided that the Company shall be entitled to participate in any such negotiations and proceedings. Prior to the Effective Time, the Company T shall notnot settle, except with the prior written consent of Company Y, voluntarily offer to settle or make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisalappraisal without the prior written consent of Parent (which consent shall not be unreasonably conditioned, offer to settle delayed or settle any such demands or approve any withdrawal of any such demandswithheld).

Dissenting Shares. No Person Notwithstanding any provision of this Agreement to the contrary, including Section 2.08, Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has validly not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such Person's rights to dissent from the Merger pursuant to Shares in accordance with Section 238 262 of the Cayman Companies Law DGCL (such Shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to such Shares) shall not be converted into a right to receive the Closing Per Share Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Closing Per Share Merger Consideration with respect for each Share, if any, to Company T Shares owned by which such Person ("Dissenters Shares") unless and until such Person shall have effectively withdrawn or lost such Person's rights to dissent from the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger is entitled pursuant to Section 238 2.08(b), without interest thereon. The Company shall provide Parent prompt written notice of any demands received by the Cayman Companies Law with respect to any Dissenters Company for appraisal of Shares, any withdrawal of any such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to applicable Law the DGCL that are received by relates to such demand, and Parent and the Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve shall jointly participate in all offers, negotiations and proceedings with respect to demand for appraisal under such demands. Neither Parent nor the Cayman Companies Law. Company T shall notshall, except with the prior written consent of Company Ythe other, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Mergerto, any demands for appraisal, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. No Person Shares of Rio Bravo U.S. Stock issued and outstanding immediately prior to the Effective Time (other than Shares cancelled in accordance with Section 1.9(a)) and held by a holder who has validly not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such PersonShares in accordance with the NRS shall not be converted into a right to receive a portion of the Merger Consideration, but instead shall be entitled to only such rights as are granted by the NRS; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder's right to appraisal pursuant to the NRS or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the NRS, such shares shall be treated as if they had been converted as of the Effective Time into the right to receive the portion of the Merger Consideration, if any, to which such holder is entitled, without interest thereon. The Company shall provide Novamex prompt written notice of any demands received by the Company for appraisal, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the NRS that relates to such demand, and Novamex shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Except with the prior written consent of Novamex, the Company shall not make any payment with respect to, or settle or offer to settle, any such demands. Notwithstanding the foregoing, each of the Stockholders hereby waives, and agrees not to assert or perfect, any rights of appraisal or rights to dissent from the Merger pursuant to Section 238 that such Stockholder may have by virtue of ownership of the Cayman Companies Law shall be entitled to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person shall have effectively withdrawn or lost such Person's rights to dissent from the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Law. Company T shall not, except with the prior written consent of Company Y, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demandsRio Bravo U.S. Stock.

Dissenting Shares. No Person (a) Notwithstanding any other provision of this Agreement to the contrary, shares of Class A Stock that are outstanding immediately prior to the Effective Time and which are held by stockholders (i) who has validly exercised shall not have voted in favor of adoption of this Agreement or consented thereto in writing and (ii) who shall be entitled to and shall have demanded properly in writing appraisal for such Person's rights shares in accordance with Section 262 of the DGCL ("Dissenting Shares"), shall not be converted into or represent the right to dissent from receive the Merger pursuant Consideration unless such stockholders fail to Section 238 of the Cayman Companies Law perfect, withdraw or otherwise lose their right to appraisal. Such stockholders shall be entitled to receive payment of the Per Share Merger Consideration appraised value of such Dissenting Shares in accordance with respect the provisions of the DGCL. If, after the Effective Time, any such stockholder fails to Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person shall have effectively withdrawn or lost such Person's rights to dissent from the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively perfect, withdraws its demand for, or loses its rights toright to appraisal, dissent from such shares of Class A Stock shall be treated as if they had been converted as of the Effective Time into a right to receive the Merger pursuant to Section 238 Consideration, without interest thereon, upon surrender of the Cayman Companies Law with respect to any Dissenters Shares, Certificate or Certificates that formerly evidenced such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only shares of Class A Stock in the payment resulting from the procedure manner set forth in Section 238 2.02. (b) The Company shall give Buyer prompt notice of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisalappraisal received by it, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company T and relating to Company T shareholders' rights to dissent from the Merger and (ii) the opportunity to thereto. Buyer shall direct or approve all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies LawDGCL. The Company T shall not, except with the prior written consent of Company YBuyer, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, or offer to settle settle, or settle any such demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. No Notwithstanding any other provisions of this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a Person who has validly exercised such Person's rights to dissent from shall not have voted in favor of the Merger pursuant or consented thereto in writing and who shall have demanded properly in writing appraisal for such shares in accordance with Section 262 of Delaware Law (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to Section 238 receive the Closing Per Share Amount or the Final Adjustment Per Share Amount. The holders of the Cayman Companies Law Dissenting Shares shall be entitled to receive from the Per Share Merger Consideration Surviving Corporation payment of the appraised value of such shares of Common Stock held by them in accordance with respect to Company T the provisions of such Section 262 (the “Appraised Value”), except that (i) all Dissenting Shares owned held by such a Person ("Dissenters Shares") unless and until such Person who shall have failed to perfect or who effectively shall have withdrawn or lost such Person's their rights to dissent from the Merger appraisal of such shares of Common Stock under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand forsuch Section 262 shall thereupon be deemed to have been converted into and to have become exchangeable, or loses its rights to, dissent from the Merger pursuant to Section 238 as of the Cayman Companies Law with respect Effective Time, for the right to receive, without any Dissenters Sharesinterest thereon, such Company T Shares shall cease the Closing Per Share Amount, and the Additional Funds, if any, upon surrender, payable in the manner and subject to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure adjustments provided for in Section 238 3.2, of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies certificate or certificates that formerly evidenced such shares of notices of objectionCommon Stock, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) in such case, the opportunity Surviving Corporation shall promptly deliver the Closing Per Share Amount and the Additional Funds, if any, to direct or approve all offers, negotiations and proceedings with respect the Stockholder Representatives by wire transfer of immediately available funds to demand for appraisal under an account designated by the Cayman Companies Law. Company T shall not, except with the prior written consent of Company Y, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demandsStockholder Representatives.

Dissenting Shares. No Person who has validly exercised such Person's rights Notwithstanding anything in this Agreement to dissent from the Merger pursuant contrary, with respect to Section 238 each share of Company Common Stock as to which the holder thereof shall have properly complied with the provisions of Chapter 23B.13 of the Cayman Companies Law WBCA as to dissenters' rights (each, a "Dissenting Share"), if ---------------- any, such holder shall be entitled to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person shall have effectively withdrawn or lost such Person's rights to dissent payment, solely from the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand forSurviving Corporation, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 appraisal value of the Cayman Companies Law. Company T shall promptly give Company Y Dissenting Shares to the extent permitted by and in accordance with the provisions of Chapter 23B.13 of the WBCA; provided, however, that (i) copies if any holder of notices of objectionDissenting Shares, notices of dissentunder the circumstances permitted by and in accordance with the WBCA, any written demands affirmatively withdraws such holder's demand for appraisal, attempted withdrawals appraisal of such demandsDissenting Shares, and any other instruments served pursuant to applicable Law that are received by Company T relating to Company T shareholders' rights to dissent from the Merger and (ii) if any holder of Dissenting Shares fails to establish such holder's entitlement to dissenters' rights as provided in the opportunity WBCA or (iii) if any holder of Dissenting Shares takes or fails to direct take any action the consequence of which is that such holder is not entitled to payment for such holder's shares under the WBCA, such holder or approve holders (as the case may be) shall forfeit the right to appraisal of such shares of Company Common Stock and such shares of Company Common Stock shall thereupon be deemed to have been converted, as of the Effective Time, into and represent the right to receive the Merger Consideration payable in respect of such shares of Company Common Stock. The Company shall give Parent prompt notice of any demands received by the Company for appraisal of shares of Company Common Stock, and Parent shall have the right to participate in all offers, negotiations and proceedings with respect to demand for appraisal under such demands. The Company shall not settle, make any payments with respect to, or offer to settle, any claim with respect to Dissenting Shares without the Cayman Companies Law. Company T shall not, except with the prior written consent of Company Y, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demandsParent.

Dissenting Shares. No Person (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the URBCA, Shares that are outstanding immediately prior to the Effective Time and that are held by shareholders who has shall have validly exercised such Person's rights to dissent from the Merger pursuant to Section 238 of the Cayman Companies Law shall be entitled to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person shall have not effectively withdrawn or lost their rights of dissent in accordance with Section 1302 of URBCA (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the Merger Consideration in accordance with Section 2.01(a) of this Agreement, but shall, by virtue of the Merger, represent only the right to receive the payment of the appraised value of such Person's Shares held by them in accordance with the provisions of the URBCA; provided, that all Shares held by such shareholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to dissent from the Merger appraisal of such Shares under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 1302 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares URBCA shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y thereupon (i) copies not be deemed to be Dissenting Shares, and (ii) be and be deemed to have been cancelled, as of notices the Effective Time, in consideration for the right to receive the Merger Consideration, without any interest thereon, in the manner provided in Section 2.04. (b) The Company shall give Parent (i) prompt notice of objection, notices of dissent, any written demands for appraisalappraisal received by the Company and any other instruments served pursuant to the URBCA, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are and received by the Company T relating to Company T its shareholders' ’ rights to dissent from the Merger of appraisal, and (ii) the opportunity to direct or approve participate in all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies LawURBCA. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person who has validly exercised such Person's rights to dissent from the Merger pursuant to Section 238 (a) If holders of the Cayman Companies Law shall be Stock are entitled to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person shall have effectively withdrawn or lost such Person's rights to dissent from the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by Company T relating to Company T shareholders' rights to dissent from the Merger and demand appraisal of the Stock under applicable law (iieach person electing to exercise such rights, a "Dissenting Holder"), any shares of Stock held by a Dissenting Holder as to which appraisal has been so demanded in accordance with applicable law ("Dissenting Shares") shall not be exchanged as described in this Article 3, but shall from and after the opportunity Effective Time represent only the right to direct receive such consideration as may be determined to be due such Dissenting Holder pursuant to applicable law; provided, that each share of Stock held by a Dissenting Holder who shall, after the Effective Time, withdraw its demand for appraisal or approve all offers, negotiations and proceedings lose its rights of appraisal with respect to such shares of Stock, in either case pursuant to applicable law, shall not be deemed a Dissenting Share, but shall be deemed to be converted, as of the Effective Time, into the applicable portion of the Gross Merger Consideration in accordance with Section 3.1(b). (b) The Company shall give the Purchaser prompt notice of any written demands for appraisal of any shares of Stock, withdrawals of such demands or failures to perfect appraisal rights resulting in a loss of such rights, and any other instruments received by the Company which relate to any such demand for appraisal under the Cayman Companies Lawappraisal. The Company T shall not, except with the prior written consent of Company Y, not voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands or potential demands for appraisal, appraisal of Stock or offer to settle or settle any such demands or approve potential demands. Purchaser shall be responsible for any withdrawal settlement of claims with respect to any Dissenting Shares, which settlements may be paid in cash, Purchaser Stock or such demandsother consideration as Purchaser may determine, except as otherwise required under applicable law.

Dissenting Shares. No Person (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders who has validly exercised have demanded and not effectively withdrawn or lost appraisal rights for such Person's rights Shares in accordance with the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to dissent from receive the Merger pursuant to Section 238 of the Cayman Companies Law applicable cash. Such stockholders shall be entitled to receive payment of the Per Share Merger Consideration appraised value of such shares of Company Common Stock held by them in accordance with respect to Company T Shares owned by such Person ("Dissenters Shares") the DGCL, unless and until such Person stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the DGCL. All Shares held by stockholders who shall have effectively withdrawn or lost (through failure to perfect of otherwise) their right to appraisal of such Person's rights to dissent from the Merger Shares under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand DGCL shall thereupon be deemed to have been converted into and to have become exchangeable for, or loses its rights to, dissent from the Merger pursuant to Section 238 as of the Cayman Companies Law with respect to any Dissenters SharesEffective Time, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled the right to receive only the payment resulting from the procedure Per Share Merger Consideration provided for in Section 238 of the Cayman Companies Law. 2.01(a), without any interest thereon. (b) The Company T shall promptly give Company Y Parent (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisalappraisal received by the Company, attempted withdrawals of such demands, and any other related instruments served pursuant to applicable Law that are the DGCL and received by the Company T relating prior to Company T shareholders' rights to dissent from the Merger Effective Time and (ii) the opportunity to direct or approve participate, at its own expense, in all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies LawDGCL. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person who If appraisal rights are available under the Delaware GCL to holders of shares of capital stock of the Company in connection with the Merger, any issued and outstanding share of capital stock of the Company which has validly exercised such Person's rights to dissent from not been voted upon for approval of the Merger pursuant and with respect to which appraisal rights shall have been properly demanded in accordance with Section 238 262 of the Cayman Companies Law Delaware GCL (the "Dissenting Shares") shall not be entitled converted into the right to receive the Per Share Merger Consideration with respect to Company T Shares owned by Consideration, if any, and the holders thereof shall have only such Person ("Dissenters Shares") rights as are provided in Subchapter IX of the Delaware GCL unless and until the holder of such Person shall have effectively withdrawn shares of capital stock of the Company withdraws his demand for such appraisal rights or lost such Person's rights to dissent from the Merger under the Cayman Companies Lawotherwise loses his appraisal rights. If a holder of Dissenters Dissenting Shares effectively withdraws its shall properly withdraw his demand forfor appraisal rights or shall otherwise lose his appraisal rights, or loses its rights tothen, dissent from the Merger pursuant to Section 238 as of the Cayman Companies Law with respect to any Dissenters SharesEffective Time or the occurrence of such event, whichever last occurs, such Company T Dissenting Shares shall cease to be Dissenters Shares. Each Dissenters Share Dissenting Shares and shall be entitled cancelled and retired and shall cease to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Lawexist. The Company T shall promptly give Company Y Parent (i) copies prompt written notice of notices of objection, notices of dissent, any written dissenter's demands for appraisalappraisal or payment, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are law received by the Company T relating to Company T shareholders' rights to dissent from the Merger dissenter's rights; and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand for appraisal dissenters under the Cayman Companies LawDelaware GCL. The Company T shall not, except with without the prior written consent of Company Ythe Parent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisalpayment by any holder of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Notwithstanding anything to the contrary contained in this Agreement, to the extent appraisal rights are available to stockholders of SBI pursuant to the provisions of any applicable Legal Requirements, including the DGCL, any shares of SBI Common Stock held by a Person who has validly exercised such Person's rights objects to dissent from the Merger, whose shares were not voted in favor of the Merger pursuant to Section 238 and who complies with and satisfies all of the Cayman Companies Law shall be entitled to receive provisions of the Per Share Merger Consideration with respect to Company T Shares owned by applicable Legal Requirements concerning the rights of such Person ("Dissenters Shares") unless and until such Person shall have effectively withdrawn or lost such Person's rights to dissent from the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by Company T relating to Company T shareholders' rights to dissent from the Merger and to require appraisal of such Person's shares and who has not withdrawn such objection or waived such rights prior to the Effective Time (ii) the opportunity to direct or approve all offers, negotiations and proceedings collectively with respect to all such SBI stockholders, the "DISSENTING SHARES"), shall not be converted pursuant to the provisions of this Article, but shall become the right to receive such consideration as may be determined to be due to the holder of such Dissenting Shares pursuant to the applicable Legal Requirements, including, if applicable, any costs determined to be payable by SBI to the holders of Dissenting Shares pursuant to an order of any court pursuant to any applicable Legal Requirements; provided, however, that each Dissenting Share held by a Person at the Effective Time who shall, after the Effective Time, withdraw the demand for appraisal under or lose the Cayman Companies Law. Company T shall not, except with the prior written consent right of Company Y, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, offer in either case pursuant to settle or settle any such demands or approve any withdrawal applicable Legal Requirements shall be deemed to have been converted, as of any such demandsthe Effective Time, into the right to receive the Merger Consideration as is determined in accordance with this Article.

Dissenting Shares. No Notwithstanding anything to the contrary contained in this Agreement, to the extent appraisal rights are available to Citizens Stockholders pursuant to the provisions of any applicable Legal Requirements, including Section 262 of the DGCL, any shares of Citizens Common Stock held by a Person who has validly exercised such Person's rights objects to dissent from the Merger, whose shares were not voted in favor of the Merger pursuant to Section 238 and who complies with and satisfies all of the Cayman Companies Law shall be entitled to receive provisions of the Per Share Merger Consideration with respect to Company T Shares owned by applicable Legal Requirements concerning the rights of such Person ("Dissenters Shares") unless and until such Person shall have effectively withdrawn or lost such Person's rights to dissent from the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by Company T relating to Company T shareholders' rights to dissent from the Merger and to require appraisal of such Person's shares and who has not withdrawn such objection or waived such rights prior to the Effective Time (ii) the opportunity to direct or approve all offers, negotiations and proceedings collectively with respect to all such Citizens Stockholders, the "DISSENTING SHARES"), shall not be converted pursuant to SECTION 3.2, but shall become the right to receive such consideration as may be determined to be due to the holder of such Dissenting Shares pursuant to the applicable Legal Requirements, including, if applicable, any costs determined to be payable by Citizens to the holders of Dissenting Shares pursuant to an order of any court pursuant to any applicable Legal Requirements; provided, however, that each Dissenting Share held by a Person at the Effective Time who shall, after the Effective Time, withdraw the demand for appraisal under or lose the Cayman Companies Law. Company T shall not, except with the prior written consent right of Company Y, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, offer in either case pursuant to settle or settle any such demands or approve any withdrawal applicable Legal Requirements shall be deemed to have been converted, as of any such demandsthe Effective Time, into the right to receive the Merger Consideration as is determined in accordance with this ARTICLE 3.

Dissenting Shares. No Person Notwithstanding any provision of this Agreement to the contrary, if required by Delaware Law, but only to the extent required thereby, shares of Company Capital Stock that are issued and outstanding immediately prior to the Effective Time and that are held by holders of such shares of Company Capital Stock, who has validly have properly exercised such Person's appraisal rights with respect thereto in accordance with Delaware Law (the “Dissenting Shares”), shall not be exchangeable for the right to dissent from receive the Merger consideration issuable pursuant to Section 238 2.5(c), and holders of the Cayman Companies Law such shares of Company Capital Stock shall be entitled to receive payment of the Per Share Merger Consideration appraised value of such shares of Company Capital Stock in accordance with respect to Company T Shares owned by such Person ("Dissenters Shares") the provisions of Delaware Law, unless and until such Person shall have holders fail to perfect or effectively withdrawn withdraw or lost such Person's lose their rights to dissent from the Merger appraisal and payment under the Cayman Companies Delaware Law. If a If, after the Effective Time, any such holder of Dissenters Shares fails to perfect or effectively withdraws its demand or loses such right, such shares of Company Capital Stock shall thereupon be treated as if they had been converted into and to have become exchangeable for, or loses its rights toat the Effective Time, dissent from the Merger right to receive the consideration issuable pursuant to Section 238 2.5(c), in accordance with and subject to the provisions of the Cayman Companies Law with respect to this Agreement, without any Dissenters Shares, such interest thereon. The Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 give Parent (1) prompt notice of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, demands for appraisal and any other related instruments served pursuant to applicable Law that are received by the Company T relating to Company T shareholders' rights to dissent from the Merger and (ii2) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demand demands for appraisal under the Cayman Companies Lawappraisal. The Company T shall not, except with the prior written consent of Company YParent, voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal, appraisal or settle or offer to settle or settle any such demands or approve any withdrawal of any such demandsdemand.

Dissenting Shares. No Person who has validly exercised such Person's rights to dissent from the Merger pursuant to Section 238 (a) If holders of the Cayman Companies Law shall be Stock are entitled to receive the Per Share Merger Consideration with respect to Company T Shares owned by such Person ("Dissenters Shares") unless and until such Person shall have effectively withdrawn or lost such Person's rights to dissent from the Merger under the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by Company T relating to Company T shareholders' rights to dissent from the Merger and demand appraisal of the Stock under applicable law (iieach person electing to exercise such rights, a "Dissenting Holder"), any shares of Stock held by a ----------------- Dissenting Holder as to which appraisal has been so demanded in accordance with applicable law ("Dissenting Shares") shall not be exchanged as described in ----------------- Section 3.1 but shall from and after the opportunity Effective Time represent only the right to direct receive such consideration as may be determined to be due such Dissenting Holder pursuant to applicable law; provided, that each share of Stock held by a Dissenting Holder who shall, after the Effective Time, withdraw its demand for appraisal or approve all offers, negotiations and proceedings lose its rights of appraisal with respect to such shares of Stock, in either case pursuant to applicable law, shall not be deemed a Dissenting Share, but shall be deemed to be converted, as of the Effective Time, into the applicable portion of the Merger Consideration. (b) The Company shall give Purchaser prompt notice of any written demands for appraisal of any shares of Stock, withdrawals of such demands or failures to perfect appraisal rights resulting in a loss of such rights, and any other instruments received by the Company which relate to any such demand for appraisal under the Cayman Companies Lawappraisal. The Company T shall not, except with the prior written consent of Company Y, not voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands or potential demands for appraisal, appraisal of Stock or offer to settle or settle any such demands or approve potential demands. Purchaser shall be responsible for any withdrawal settlement of claims with respect to any Dissenting Shares, which settlements may be paid in cash, Purchaser Stock or such demandsother consideration as Purchaser may determine, except as otherwise required under applicable law.

Dissenting Shares. No Person Notwithstanding anything in this Agreement to the contrary, any Common Shares issued and outstanding immediately prior to the Effective Time and held by a holder (a “Dissenting Stockholder”) who has validly exercised such Person's rights to dissent from not voted in favor of the Merger pursuant to Section 238 of or consented thereto in writing and who has properly demanded appraisal for such Common Shares in accordance with the Cayman Companies Law DGCL (“Dissenting Shares”) shall not be entitled converted into a right to receive the Per Share Merger Consideration at the Effective Time in accordance with respect Section 2.01(a) hereof, but shall represent and become the right to Company T Shares owned by receive such Person ("Dissenters Shares") consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware, unless and until such Person holder fails to perfect or withdraws or otherwise loses such holder’s right to appraisal and payment under the DGCL. If, after the Effective Time, such holder fails to perfect or withdraws or otherwise loses such holder’s right to appraisal, such former Dissenting Shares held by such holder shall have effectively withdrawn or lost such Person's rights be treated as if they had been converted as of the Effective Time into a right to dissent from receive, upon surrender as provided above, the Merger under Consideration, without any interest or dividends thereon, in accordance with Section 2.01(a). The Company shall give Merger Sub prompt notice of any demands received by the Cayman Companies Law. If a holder Company for appraisal of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Common Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Company Y (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the DGCL and received by Company T relating to Company T shareholders' rights to dissent from the Company, and Merger and (ii) Sub shall have the opportunity right to direct or approve all offers, negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Lawsuch demands. The Company T shall not, except with the prior written consent of Company YMerger Sub, voluntarily such consent not to be unreasonably withheld or delayed, make any payment with respect to any exercise by a shareholder of its rights to dissent from the Mergerto, any demands for appraisal, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. No Person (a) Notwithstanding any provision of this Agreement to the contrary, shares of Company Capital Stock that are outstanding immediately prior to the Effective Time and which are held by stockholders who has validly have exercised and perfected appraisal rights for such Person's rights shares of Company Capital Stock in accordance with the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to dissent from receive the per share amount of the Merger pursuant Consideration described in Section 2.1 (or cash in lieu of fractional shares in accordance with Section 2.6(k)) attributable to Section 238 of the Cayman Companies Law such Dissenting Shares. Such stockholders shall be entitled to receive payment of the Per Share Merger Consideration appraised value of such shares of Company Common Stock or Company Series A Stock held by them in accordance with respect to Company T Shares owned by such Person ("Dissenters Shares") the DGCL, unless and until such Person stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the DGCL. All Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their right to appraisal of such Person's rights shares of Company Capital Stock under the DGCL shall thereupon be deemed to dissent from be converted into and to have become exchangeable for, as of the Effective Time, the right to receive the per share amount of the Merger under Consideration attributable to such Dissenting Shares upon their surrender in the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure manner provided in Section 238 of the Cayman Companies Law. 2.6. (b) The Company T shall promptly give Company Y Parent (i) copies prompt written notice of notices any demands by holders of objectionDissenting Shares received by the Company prior to the Effective Time, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, demands and any other instruments served pursuant material notice, instrument or correspondence delivered to applicable Law that are received by the Company T relating prior to Company T shareholders' rights to dissent from the Merger Effective Time in connection with such demands, and (ii) the opportunity to direct or approve participate in all offers, negotiations and proceedings with respect to demand for appraisal under the Cayman Companies Lawany such demand, notice, instrument or correspondence. The Company T shall not, except with the prior written consent of Company Y, voluntarily not make any payment or settlement offer prior to the Effective Time with respect to any exercise by a shareholder of its rights such demand unless Parent shall have consented in writing to dissent from the Merger, any demands for appraisal, offer to settle such payment or settle any such demands or approve any withdrawal of any such demandssettlement offer.