Common use of Dissenting Stockholders Clause in Contracts

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a Stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Stockholders”) shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration, but instead such holder shall be entitled to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration for each such share, in accordance with Section 3.1, without interest. The Company shall give Parent prompt notice and a copy of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Stockholders’ rights of appraisal, and, at Parent’s expense, Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the Company. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a Stockholder holder thereof who did shall not vote in favor of the Merger (or consent thereto in writing) have voted to adopt this Agreement and who is entitled to demand properly exercises and properly demands perfects appraisal of rights for such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of accordance with Section 262 of the DGCL (the “Dissenting StockholdersShares”) shall will not be converted as described in Section 2.01(a) but shall be converted into or be exchangeable for the right to receive the Per Share Merger Consideration, but instead such holder shall be entitled to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL; provided, unless and until however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost its lose the right to appraisal and payment under the DGCL. If any Dissenting Stockholder shall have failed , the right of such holder to perfect or shall have effectively withdrawn or lost such right, such holder’s appraisal of its shares of Company Common Stock shall thereupon cease and such shares of Company Common Stock shall be treated as if they had been deemed converted into and become exchangeable for the right to receive, as of the Effective Time, Time into the Per Share right to receive the Merger Consideration for each to which any such shareholder is entitled pursuant to Section 2.01(a), any cash in accordance with lieu of fractional shares payable to any such holder pursuant to Section 3.1, without interest2.04(e) and any dividends or other distributions to which any such holder is entitled pursuant to Section 2.04(c). The Company shall give Parent (a) prompt notice and a copy of 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 Section 262 of the DGCL and received by the Company relating to Stockholders’ rights of appraisal, and, at Parent’s expense, Parent shall have and (b) the opportunity and right to direct in compliance with all applicable Laws all negotiations and proceedings with respect to demands for appraisal by Stockholders appraisals under the DGCL; provided, so long as that any definitive actions taken by the Company at the direction of Parent does not create in respect of any pre-Closing obligations such negotiations and proceedings may be conditioned upon occurrence of the CompanyEffective Time. The Company shall not, except with the prior written consent of Parent, (i) voluntarily make any payment with respect to any demands for appraisalappraisal for Dissenting Shares, (ii) offer to settle settle, or settle any such demands or approve any withdrawal of settle, any such demands, (iii) waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL or (iv) agree to do any of the foregoing.

Dissenting Stockholders. Notwithstanding anything in any provision of this Agreement to the contrary, including Section 3.1, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (other than Excluded Shares cancelled in accordance with Section 3.1(b)(iii)) and which are held by a Stockholder holder (x) who did has not vote voted in favor of the Merger (adoption of this Agreement or consent consented thereto in writing, (y) who has properly exercised and who is entitled to demand and properly demands perfected appraisal rights of such shares (the “Dissenting Shares”) pursuant to, and who complies has complied in all respects with, the provisions of Section 262 of the DGCL and (z) who is not prohibited from exercising (and who has not waived, is not required to waive and is not deemed to have waived) such appraisal rights pursuant to the terms of the Company Stockholders Agreement (such shares being referred to collectively as the “Dissenting StockholdersShares”) shall not be converted into or be exchangeable for the a right to receive (a) the Per Share Merger Consideration, (b) any dividends or other distributions in accordance with Section 3.3(g) or (c) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), but instead such holder shall be entitled to receive only such consideration rights as may be determined are granted by Section 262 of the DGCL; provided, however, that if (i) after the Effective Time, such holder fails to be due properly perfect or effectively waives or withdraws or otherwise loses such holder’s right to such Dissenting Stockholder appraisal pursuant to Section 262 of the DGCL or (ii) a court of competent jurisdiction shall finally determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, unless and until such holder shares shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective TimeTime into the right to receive (a) the Merger Consideration, (b) any dividends or other distributions in accordance with Section 3.3(g) or (c) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), if any, to which such holder is entitled pursuant to Article III, without interest thereon, upon surrender of the Per Share Merger Consideration for each Certificates representing such shareshares, as applicable, in accordance with Section 3.1, without interestthis Article III. The Company shall give provide Parent prompt written notice and a copy of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to Stockholders’ rights of appraisalthe Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and, at Parent’s expense, and Parent shall have the opportunity and right to direct participate in all negotiations and proceedings with respect to demands for appraisal by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the Companysuch demands. The Company shall not, except Except with the prior written consent of Parentthe other Party, neither the Company nor Parent shall make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demandsprior to the Effective Time.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares Shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a Stockholder holder who did has not vote voted in favor of the Merger (or consent consented thereto in writing) writing and who is entitled to demand and properly demands has demanded appraisal of for such shares in accordance with the DGCL (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Stockholders”) shall not be converted into or be exchangeable for the a right to receive any portion of the Per Share Merger Consideration, but instead such holder shall be entitled to receive such consideration as may be determined to be due only to such rights as are granted by the DGCL to a holder of Dissenting Stockholder pursuant to Section 262 of the DGCLShares, unless and until such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost its otherwise loses such holder’s right to appraisal. If after the Effective Time such holder fails to perfect or withdraws or loses his right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such rightin respect of his shares of Company Common Stock, such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Time into a right to receive any Merger Consideration for each such share, in accordance with Section 3.11.8, without interestinterest thereon, upon the surrender of certificates representing such shares. Notwithstanding anything to the contrary in this Section 1.10, if the Merger is rescinded or abandoned, the right of any holder to receive the fair value of his Dissenting Shares shall cease. The Company shall give Parent the Acquisition Co. prompt notice and a copy of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Stockholders’ rights for appraisal of appraisalshares, and, at Parent’s expense, Parent and the Acquisition Co. shall have the opportunity and right to direct participate in and to control all negotiations and proceedings with respect to demands for appraisal by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the Companysuch demands. The Company shall not, except with the prior written consent of Parentthe Acquisition Co., make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a Stockholder holder who did has not vote voted in favor of the Merger (adoption of this Agreement or consent consented thereto in writing) writing and who is entitled to demand and properly demands has demanded appraisal of for such shares (the “Dissenting Shares”) pursuant to, and who complies Company Common Shares in all respects with, the provisions of accordance with Section 262 of the DGCL (the “"Dissenting Stockholders”Shares") shall not be converted into a right to receive the Merger Consideration and instead such stockholder shall be entitled to receive payment for such Dissenting Shares in accordance with Section 262 of the DGCL; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal and payment under the DGCL, the right of such holder to such appraisal of its Company Common Shares shall cease, and such Company Common Shares shall be exchangeable for deemed converted as of the Effective Time into the right to receive the Per Share Merger Consideration, but instead such holder shall be entitled to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration for each such share, as provided in accordance with Section 3.1, without interestthis Article 3. The Company shall give Parent prompt notice and a copy of any written demands (or purported demands) for appraisalappraisal received by the Company, attempted withdrawals of such demands, and any other related instruments served pursuant to applicable Law that are Section 262 of the DGCL and received by the Company relating to Stockholders’ rights of appraisal, and, at Parent’s expense, Company. Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of DGCL and the Company. The Company shall not, except with the Parent's prior written consent of Parentconsent, (i) voluntarily make any payment with respect to any demands for appraisalappraisal for Dissenting Shares, (ii) offer to settle settle, or settle any such demands or approve any withdrawal of settle, any such demands, (iii) waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL, or (iv) agree to do any of the foregoing.

Dissenting Stockholders. Notwithstanding anything in any provision of this Agreement to the contrary, shares of Common Cyclone Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by a Stockholder holder thereof who did has not vote voted in favor of or consented to the Merger (or consent thereto in writing) adoption of this Agreement and who is entitled to demand has properly exercised and properly demands perfected appraisal of rights for such shares in accordance with Section 262 of Delaware Law (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Stockholders”) shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration, but instead such holder shall be entitled become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder holder pursuant to the procedures set forth in Section 262 of Delaware Law to be paid by the DGCLSurviving Corporation; provided, unless and until however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost its lose the right to appraisal and payment under Delaware Law, the DGCL. If any Dissenting Stockholder shall have failed right of such holder to perfect or shall have effectively withdrawn or lost such right, such holder’s appraisal of its shares of Common Cyclone Stock shall thereupon cease and such shares of Cyclone Stock shall be treated as if they had been deemed converted into and become exchangeable for the right to receive, as of the Effective Time, Time into the Per Share right to receive the Merger Consideration for each to which any such shareholder is entitled pursuant to Section 2.04(a), any cash in lieu of fractional shares payable to any such holder pursuant to Section 2.07 and any dividends or other distributions to which any such holder is entitled pursuant to Section 2.05(f), in accordance with Section 3.1, each case without interest. The Company Cyclone shall give Parent Hurricane (a) prompt notice and a copy of any written demands for appraisalappraisal received by Cyclone, attempted withdrawals of such demands, and any other related instruments served pursuant to applicable Section 262 of Delaware Law that are and received by the Company relating to Stockholders’ rights of appraisal, and, at Parent’s expense, Parent shall have Cyclone and (b) the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal by Stockholders appraisals under the DGCL, so long as Parent does not create any pre-Closing obligations of the CompanyDelaware Law. The Company Cyclone shall not, except with the prior written consent of ParentHurricane, (i) voluntarily make any payment with respect to any demands for appraisalappraisal for Dissenting Shares, (ii) offer to settle settle, or settle any such demands or approve any withdrawal of settle, any such demands, (iii) waive any failure to timely deliver a written demand for appraisal in accordance with Delaware Law, or (iv) agree to do any of the foregoing.

Dissenting Stockholders. Notwithstanding anything in any provision of this Agreement to the contrarycontrary and only to the extent available under the DGCL, shares of Common Stock that are issued and any Company Shares outstanding immediately prior to the Effective Time and which that are held by a Stockholder stockholder (a “Dissenting Stockholder”) who did not vote has neither voted in favor of the Merger (or consent adoption of this Agreement nor consented thereto in writing) writing and who is entitled to demand and properly demands has demanded appraisal of for such shares in accordance with Section 262 of the DGCL and otherwise properly perfected and not withdrawn or lost their rights (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of accordance with Section 262 of the DGCL (the “Dissenting Stockholders”) shall will not be converted into into, or be exchangeable for represent the right to receive the Per Share Merger Consideration, but instead such holder shall . Such Dissenting Stockholders will be entitled to receive payment of the appraised value of Dissenting Shares held by them in accordance with the provisions of such consideration as may Section 262, except that all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or lost their rights to appraisal of such Dissenting Shares under such Section 262 will thereupon be determined deemed to have been converted into, and represent the right to receive, the Cash Consideration. Notwithstanding anything to the contrary contained in Section 1.6, if the Merger is rescinded or abandoned, then the right of any stockholder to be due to paid the fair value of such stockholder’s Dissenting Stockholder Shares pursuant to Section 262 of the DGCL, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration for each such share, in accordance with Section 3.1, without interestDGCL will cease. The Company shall will give Parent prompt notice and a copy of any written demands for appraisal, attempted withdrawals of such demands, appraisal and any other instruments served pursuant to applicable Law that are received by the Company relating to Stockholders’ rights for appraisal of appraisal, and, at Parent’s expense, Company Shares. The Company will give Parent shall have the opportunity and right to direct participate in all negotiations and proceedings with respect to such demands for appraisal by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the Companyappraisal. The Company shall will not, except with the prior written consent of ParentParent (which consent will not be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to any demands for appraisalappraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Common Stock that are issued and Shares outstanding immediately prior to the Effective Time and which that are held by a Stockholder Person who did shall not vote in favor of the Merger (or consent thereto in writing) have voted to adopt this Agreement and who is entitled to demand properly exercises and properly demands perfects appraisal of rights for such shares (the “Dissenting Shares”) pursuant to, and who complies Shares in all respects with, the provisions of accordance with Section 262 of the DGCL (the “Dissenting StockholdersShares”) shall will not be converted into or be exchangeable for the a right to receive the Per Share applicable Merger ConsiderationConsideration as described in Section 3.01, but instead such holder shall be entitled converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL; provided, unless and until however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost its lose the right to appraisal and payment under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such rightDGCL after the Election Deadline, such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right of such holder to receive, such appraisal of its Dissenting Shares shall cease and such Shares shall be deemed canceled and converted as of the Effective Time, Time into the Per Share right to receive the Merger Consideration for each as provided in Section 3.01 to which a holder who made a Cash Merger Election would be entitled, any cash paid in respect of fractional shares payable to any such share, in accordance with holder pursuant to Section 3.1, without interest3.03(e) and any dividends or other distributions to which any such holder is entitled pursuant to Section 3.03(c). The Company shall Table of Contents give Parent (a) prompt notice and a copy of 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 Section 262 of the DGCL and received by the Company relating to Stockholders’ rights of appraisal, and, at Parent’s expense, Parent shall have and (b) the opportunity and right to direct in compliance with all applicable Laws all negotiations and proceedings with respect to demands for appraisal by Stockholders appraisals under the DGCL; provided, so long as that any definitive actions taken by the Company at the direction of Parent does not create in respect of any pre-Closing obligations such negotiations and proceedings may be conditioned upon occurrence of the CompanyEffective Time. The Company shall not, except with the prior written consent of Parent, (i) voluntarily make any payment with respect to any demands for appraisalappraisal for Dissenting Shares, (ii) offer to settle settle, or settle any such demands or approve any withdrawal of settle, any such demands, (iii) waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL or (iv) agree to do any of the foregoing.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by a Stockholder who did not vote in favor of the Merger (or consent thereto in writing) and any Person who is entitled to demand and properly demands appraisal of such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting StockholdersSection 262”) shall not be converted into or be exchangeable for the right to receive the Per Share Merger ConsiderationConsideration as provided in Section 3.1, but instead such holder rather the holders of Dissenting Shares shall be entitled to receive such consideration as may be determined to be due to payment by the Surviving Corporation of the “fair value” of such Dissenting Stockholder pursuant to Shares in accordance with Section 262 of the DGCL262; provided, unless and until however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost its lose the right to appraisal under Section 262, then the DGCL. If any Dissenting Stockholder shall have failed right of such holder to perfect or shall have effectively withdrawn or lost such right, be paid the fair value of such holder’s shares of Common Stock Dissenting Shares shall thereupon cease and such Dissenting Shares shall be treated as if they had deemed to have been converted into and become exchangeable for the right to receive, as of the Effective TimeTime into, and to have become exchangeable solely for, the Per Share right to receive the Merger Consideration for each such share, as provided in accordance with Section 3.1, without interest. The Company shall give Parent provide prompt notice and a copy to Parent of any written demands received by the Company for appraisalappraisal of any shares of Company Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are Section 262 received by the Company relating to Stockholders’ rights of appraisal, and, at Parent’s expenseCompany. To the extent permitted by applicable Law, Parent shall have the opportunity to participate in and right to direct any and all negotiations and proceedings with respect to demands for appraisal by Stockholders under such demands. Neither the DGCLCompany nor Parent shall, so long as Parent does not create any pre-Closing obligations of the Company. The Company shall not, except with without the prior written consent of Parentthe other party, voluntarily make any payment with respect to any demands for appraisalto, or settle, or offer to settle or settle settle, any such demands or approve applications, or waive any withdrawal failure to timely deliver a written demand for appraisal or agree to do any of any such demandsthe foregoing.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock and of Company's Preferred Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by a Stockholder who did not vote in favor of the Merger (or consent thereto in writing) and any holder who is entitled to demand and properly demands appraisal of such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Stockholders”) shall "DISSENTING SHARES"), shall, if held by a Small Stockholder, not be converted into or be exchangeable for the right to receive the Per Share Cash Merger ConsiderationConsideration as provided in Section 2.01(a)(i), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL. At the Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such consideration as may be determined shares in accordance with the provisions of Section 262 of the DGCL. Notwithstanding the foregoing, if any such holder shall fail to be due perfect or otherwise shall waive, withdraw, or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such Dissenting Stockholder pursuant holder is not entitled to the relief provided by Section 262 of the DGCL, unless and until then the right of such holder to be paid the fair value of such holder's Dissenting Shares under Section 262 of DGCL shall cease and each such Dissenting Share, if held by a Small Stockholder, shall be deemed to have been converted at the Effective Time into, and shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such rightbecome, such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, receive the Per Share Cash Merger Consideration for each such share, as provided in accordance with Section 3.1, without interest2.01(a)(i). The Company shall give Parent serve prompt notice to Borden and a copy the Investors of any written demands for appraisalappraisal of any shaxxx xx Company Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the DGCL received by Company, and Borden and the Company relating to Stockholders’ rights of appraisal, and, at Parent’s expense, Parent Investors shall have the opportunity and right to direct participate in and dxxxxx all negotiations and proceedings with respect to demands for appraisal by Stockholders under such demands. Prior to the DGCLEffective Time, so long as Parent does not create any pre-Closing obligations of the Company. The Company shall not, except with without the prior written consent of ParentBorden, make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle any such demands or approve any withdrawal of setxxx, any such demands, or agree to do or commit to do any of the foregoing.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a Stockholder holder thereof who did not vote in favor of the Merger (or consent thereto in writing) properly exercises and who is entitled to demand and properly demands perfects appraisal of rights for such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of accordance with Section 262 of the DGCL (the “"Dissenting Stockholders”Shares") will be paid for by the Surviving Corporation in accordance with Section 262 of the DGCL; provided, however, that if any such holder shall not fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal and payment under the DGCL, the right of such holder to such appraisal of its shares of Company Common Stock shall cease and such shares of Company Common Stock shall be deemed converted as of the Effective Time into or be exchangeable for the right to receive the Per Share Merger Consideration, but instead Consideration to which any such holder shall be is entitled to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 2.1(a), any cash in lieu of the DGCL, unless and until fractional shares payable to any such holder shall have failed pursuant to perfect Section 2.2(d) and any dividends or shall have effectively withdrawn or lost its right other distributions to appraisal under the DGCL. If which any Dissenting Stockholder shall have failed such holder is entitled pursuant to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration for each such share, in accordance with Section 3.1, without interest2.2(c). The Company shall give Parent (a) prompt notice and a copy of 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 Section 262 of the DGCL and received by the Company relating to Stockholders’ rights of appraisal, and, at Parent’s expense, Parent shall have and (b) the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal by Stockholders appraisals under the DGCL, so long as Parent does not create any pre-Closing obligations of the Company. The Company shall not, except with the prior written consent of Parent, (i) voluntarily make any payment with respect to any demands for appraisalappraisal for Dissenting Shares, (ii) offer to settle settle, or settle any such demands or approve any withdrawal of settle, any such demands, (iii) waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL, or (iv) agree to do any of the foregoing.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrarycontrary herein, shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and any Company Share for which are held by any Company Stockholder (such Company Stockholder, a Stockholder who did “Dissenting Stockholder”) (a) has not vote voted in favor of the Merger or consented to it in writing and (or consent thereto in writingb) and who is entitled to demand and properly demands has demanded the appraisal of such shares (the “Dissenting Shares”) pursuant toCompany Share in accordance with, and who complies has complied in all respects with, the provisions of Section 262 of the DGCL (collectively, the “Dissenting StockholdersShares”) shall not be converted into or be exchangeable for the right to receive the Per applicable portion of Transaction Share Merger ConsiderationConsideration pursuant to Section 2.1(h). From and after the Effective Time, but instead such holder (i) the Dissenting Shares shall be cancelled and extinguished and shall cease to exist and (ii) the Dissenting Stockholders shall be entitled only to receive such consideration rights as may be determined granted to be due to such Dissenting Stockholder pursuant to them under Section 262 of the DGCLDGCL and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Company or any of its Affiliates (including the SPAC); provided, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If however, that if any Dissenting Stockholder shall have failed effectively withdraws or loses such appraisal rights (through failure to perfect such appraisal rights or otherwise), then the Company Shares held by such Dissenting Stockholder (A) shall have effectively withdrawn or lost such right, such holder’s shares of Common Stock no longer be deemed to be Dissenting Shares and (B) shall thereupon be treated as if they had been converted automatically at the Effective Time into and become exchangeable for the right to receivereceive the applicable portion of Transaction Share Consideration pursuant to Section 2.1(h). Each Dissenting Stockholder who becomes entitled to payment for his, as of her or its Dissenting Shares pursuant to the Effective Time, DGCL shall receive such payment from the Per Share Merger Consideration for each such share, Company in accordance with Section 3.1, without interestthe DGCL. The Company shall give Parent the SPAC prompt notice and a copy of any written demands for appraisalappraisal of any Company Share, attempted withdrawals of such demands, demands and any other documents or instruments served pursuant to applicable Law that are the DGCL and received by the Company relating to Stockholdersstockholders’ rights of appraisalappraisal in accordance with the provisions of Section 262 of the DGCL, and, at Parent’s expense, Parent and the SPAC shall have the opportunity and right to direct participate in all negotiations and proceedings with respect to demands for appraisal by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the Companyall such demands. The Company shall not, except with the prior written consent of Parentthe SPAC (prior to the Closing) (such consent not to be unreasonably withheld, conditioned or delayed), make any payment or deliver any consideration (including Company Shares or SPAC New Common Shares) with respect to, settle, or offer or agree to any demands for appraisalsettle, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Common Stock that are issued and Shares outstanding immediately prior to the Effective Time and which that are held by a Stockholder Person who did shall not vote in favor of the Merger (or consent thereto in writing) have voted to adopt this Agreement and who is entitled to demand properly exercises and properly demands perfects appraisal of rights for such shares (the “Dissenting Shares”) pursuant to, and who complies Shares in all respects with, the provisions of accordance with Section 262 of the DGCL (the “Dissenting StockholdersShares”) shall will not be converted into or be exchangeable for the a right to receive the Per Share applicable Merger ConsiderationConsideration as described in Section 3.01, but instead such holder shall be entitled converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL; provided, unless and until however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost its lose the right to appraisal and payment under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such rightDGCL after the Election Deadline, such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right of such holder to receive, such appraisal of its Dissenting Shares shall cease and such Shares shall be deemed canceled and converted as of the Effective Time, Time into the Per Share right to receive the Merger Consideration for each as provided in Section 3.01 to which a holder who made a Cash Merger Election would be entitled, any cash paid in respect of fractional shares payable to any such share, in accordance with holder pursuant to Section 3.1, without interest3.03(e) and any dividends or other distributions to which any such holder is entitled pursuant to Section 3.03(c). The Company shall give Parent (a) prompt notice and a copy of 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 Section 262 of the DGCL and received by the Company relating to Stockholders’ rights of appraisal, and, at Parent’s expense, Parent shall have and (b) the opportunity and right to direct in compliance with all applicable Laws all negotiations and proceedings with respect to demands for appraisal by Stockholders appraisals under the DGCL; provided, so long as that any definitive actions taken by the Company at the direction of Parent does not create in respect of any pre-Closing obligations such negotiations and proceedings may be conditioned upon occurrence of the CompanyEffective Time. The Company shall not, except with the prior written consent of Parent, (i) voluntarily make any payment with respect to any demands for appraisalappraisal for Dissenting Shares, (ii) offer to settle settle, or settle any such demands or approve any withdrawal of settle, any such demands, (iii) waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL or (iv) agree to do any of the foregoing.

Dissenting Stockholders. (a) Notwithstanding anything in any provision of this Agreement to the contrary, shares (collectively, the “Dissenting Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by a Stockholder who did not vote in favor stockholders of the Merger (or consent thereto in writing) Company who have exercised and who is entitled to demand and properly demands perfected appraisal of rights for such shares (the “Dissenting Shares”) pursuant to, and who complies of Company Common Stock in all respects with, the provisions of accordance with Section 262 of the DGCL (the “Dissenting Stockholders”) shall not be converted into or be exchangeable for represent the right to receive the Per Share Merger Consideration, but instead such holder Consideration pursuant to Section 3.1(b). Such Dissenting Stockholders shall be entitled to receive such consideration as may be determined to be due to payment of the appraised value of such Dissenting Stockholder pursuant to Shares in accordance with Section 262 of the DGCL, unless and until such holder . All Dissenting Shares held by Dissenting Stockholders who shall have failed to perfect or who effectively shall have effectively withdrawn or lost its right their rights to appraisal of such shares of Company Common Stock under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Common Stock DGCL shall thereupon be treated as if they had deemed to have been converted into and to have become exchangeable for the right to receivefor, as of the Effective Time, the right to receive the Per Share Merger Consideration for each pursuant to Section 3.1(b), without any interest thereon, upon surrender of the Certificate or Certificates that formerly evidenced such shareshares of Company Common Stock, in accordance with Section 3.1the manner provided, without interest. and subject to the conditions of ARTICLE 4. (b) The Company shall give Parent (i) prompt notice and a copy of 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 relating and (ii) prior to Stockholders’ rights of appraisalthe Effective Time, and, at Parent’s expense, Parent shall have the opportunity and right to direct participate in all negotiations and proceedings with respect to demands for appraisal by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the Company. The Company shall not, except with the prior written consent of Parent, which shall not be unreasonably withheld or delayed, make any payment with respect to any demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Stockholders. Notwithstanding anything All issued and outstanding shares of Company Preferred Stock held by holders of record as of the date fixed for determination of stockholders entitled to notice of and to vote at the meeting of the stockholders of the Company who shall have neither voted in this Agreement favor of the Merger nor consented thereto in writing and shall have delivered (and then have been entitled to deliver) to the contrary, Company a written demand for appraisal of their shares of Company Preferred Stock within the time and in the manner provided in Section 262 of the Delaware Law (individually, a "Dissenter," and collectively, the "Dissenters") shall not be converted into Parent Common Stock, but shall be entitled to receive such consideration as shall be provided in Section 262 in accordance with the terms and subject to the conditions set forth in said Section 262, except that each share of Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a Stockholder Dissenter who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to shall thereafter withdraw his demand and properly demands for appraisal of his shares of Company Preferred Stock with the Surviving Corporation's consent or lose his right to such shares (the “Dissenting Shares”) pursuant to, and who complies payment as provided in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Stockholders”) shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration, but instead such holder shall be entitled to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receivedeemed converted, as of the Effective Time, the Per Share Merger Consideration for each such shareinto fully paid and nonassessable shares of Parent Common Stock, in accordance with Section 3.1, without interestwhich event such stockholder shall no longer be a Dissenter. The Company shall give deliver to Parent prompt (i) on the first business day following the meeting of stockholders of the Company (or the twenty first (21st) day following notice and of written consent), a copy list of any all holders of Company Preferred Stock who have filed written demands for appraisal, attempted withdrawals payment of their shares of Company Preferred Stock by the date of such demandsmeeting in accordance with said Section 262, and any other instruments served pursuant (ii) from time to applicable Law that are received by the Company relating to Stockholders’ rights of appraisaltime, and, at Parent’s expense, as Parent shall have reasonably request, other relevant information with respect to such objections and demands. The Company shall afford to Parent the opportunity and right to direct participate in all negotiations and proceedings with respect to any such demands for appraisal by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the Company. The Company and shall not, prior to the Effective Time, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, offer to settle or settle offer or agree to settle, any such demands or approve any withdrawal of any such demandsfor payment.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrarycontrary herein, shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and any Company Share for which are held by any Company Stockholder (such Company Stockholder, a Stockholder who did “Dissenting Stockholder”) (a) has not vote voted in favor of the Merger or consented to it in writing and (or consent thereto in writingb) and who is entitled to demand and properly demands has demanded the appraisal of such shares (the “Dissenting Shares”) pursuant toCompany Share in accordance with, and who complies has complied in all respects with, the provisions of Section 262 of the DGCL (collectively, the “Dissenting StockholdersShares”) shall not be converted into or be exchangeable for the right to receive the Per applicable portion of Transaction Share Merger Consideration, but instead such holder Earnout Shares, EBITDA Earnout Shares or Additional Consideration pursuant to Section 2.1(h). From and after the Effective Time, (i) the Dissenting Shares shall be cancelled and extinguished and shall cease to exist and (ii) the Dissenting Stockholders shall be entitled only to receive such consideration rights as may be determined granted to be due to such Dissenting Stockholder pursuant to them under Section 262 of the DGCLDGCL and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Company or any of its Affiliates (including the SPAC); provided, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If however, that if any Dissenting Stockholder shall have failed effectively withdraws or loses such appraisal rights (through failure to perfect such appraisal rights or otherwise), then the Company Shares held by such Dissenting Stockholder (A) shall have effectively withdrawn or lost such right, such holder’s shares of Common Stock no longer be deemed to be Dissenting Shares and (B) shall thereupon be treated as if they had been converted automatically at the Effective Time into and become exchangeable for the right to receivereceive the applicable portion of Transaction Share Consideration, as of Earnout Shares, EBITDA Earnout Shares and Additional Consideration pursuant to Section 2.1(h). Each Dissenting Stockholder who becomes entitled to payment for his, her or its Dissenting Shares pursuant to the Effective Time, DGCL shall receive such payment from the Per Share Merger Consideration for each such share, Company in accordance with Section 3.1, without interestthe DGCL. The Company shall give Parent the SPAC prompt notice and a copy of any written demands for appraisalappraisal of any Company Share, attempted withdrawals of such demands, demands and any other documents or instruments served pursuant to applicable Law that are the DGCL and received by the Company relating to Stockholdersstockholders’ rights of appraisalappraisal in accordance with the provisions of Section 262 of the DGCL, and, at Parent’s expense, Parent and the SPAC shall have the opportunity and right to direct participate in all negotiations and proceedings with respect to demands for appraisal by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the Companyall such demands. The Company shall not, except with the prior written consent of Parentthe SPAC (prior to the Closing) (such consent not to be unreasonably withheld, conditioned or delayed), make any payment or deliver any consideration (including Company Shares or SPAC New Common Shares) with respect to, settle, or offer or agree to any demands for appraisalsettle, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Stockholders. (a) Notwithstanding anything in this Agreement to the contrary, shares in the event that the applicable requirements of Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a Stockholder who did not vote in favor Section 92A.120 of the Merger (or consent thereto in writing) and who is Act have been satisfied, TOK Common Shares which were outstanding on the date for the determination of stockholders entitled to demand vote on the Merger and properly demands appraisal which were voted against the Merger and the holders of which have demanded that TOK purchase such shares at their fair value in accordance with Sections 92A.300 through 92A.500 of the Merger Act and have not otherwise failed to perfect or shall not have effectively withdrawn or lost their rights to require such shares to be purchased for cash under the Merger Act (the collectively, “Dissenting Shares”) pursuant to), and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Stockholders”) shall not be converted into or represent the right to receive any Courtland Common Shares pursuant to Section 3.1(b), but, instead, the holders thereof shall be exchangeable entitled to have their shares purchased for cash at the fair value of such Dissenting Shares as agreed upon or determined in accordance with the provisions of Sections 92A.460 through 92A.500 of the Merger Act. (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 dissenters’ rights under the Merger Act, 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 right to receive the Per Share Merger Consideration, but instead such holder shall be entitled to receive such consideration as may be determined to be due to such Dissenting Stockholder Courtland Common Shares pursuant to and subject to Section 262 3.1(b) without interest thereon upon surrender of the DGCL, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, certificates representing such holder’s shares of TOK Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration for each such share, in accordance with Section 3.1, without interest. The Company Shares. (c) TOK shall give Parent Xxxxxxxxx (i) prompt written notice and a copy of any written demands for appraisalpurchase of any TOK Common Shares pursuant to the exercise of dissenters’ rights, attempted withdrawals of such demands, and any other instruments or notices served pursuant to applicable Law that are received by the Company relating to Stockholders’ rights of appraisal, and, at Parent’s expense, Parent shall have Merger Act on TOK and (ii) the opportunity and right to direct participate in all negotiations and proceedings with respect to demands for appraisal by Stockholders purchase of any TOK Common Shares pursuant to the exercise of dissenters’ rights under the DGCL, so long as Parent does not create any pre-Closing obligations of the CompanyMerger Act. The Company TOK shall not, except with the prior written consent of ParentCourtland, voluntarily make or agree to make any payment with respect to any demands for appraisalpurchase of any shares of TOK Common Shares pursuant to the exercise of dissenters’ rights under the Merger Act, or settle or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Stockholders. (a) Notwithstanding anything in this Agreement to the contrary, shares of Target Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a Stockholder who did not vote in favor of the Merger (or consent thereto in writing) and any holder who is entitled to demand and properly demands appraisal of such shares (the “Dissenting Shares”) Shares pursuant to, and who complies in all respects with, the provisions of Section 262 Sections 92A.300 to 92A.500 of the DGCL NRSA (“Sections 92A.300 to 92A.500” ) (the “Dissenting Stockholders”) ), shall not be converted into or be exchangeable for the right to receive any of the Per Share Merger Considerationconsideration as specified in Article 2 (the “Dissenting Shares”), but instead such holder shall be entitled to receive such consideration as may be determined to be due to payment of the fair value of such Dissenting Stockholder pursuant Shares in accordance with the provisions of Sections 92A.300 to Section 262 92A.500. At the Effective Time, all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the DGCLright to receive the fair value of such Dissenting Shares in accordance with the provisions of Sections 92A.300 to 92A.500. Notwithstanding the foregoing, unless and until if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost its lose the right to appraisal under Sections 92A.300 to 92A.500, or a court of competent jurisdiction shall determine that such holder is not entitled to the DGCL. If any Dissenting Stockholder shall have failed relief provided by Sections 92A.300 to perfect or shall have effectively withdrawn or lost 92A.500, then the right of such right, holder to be paid the fair value of such holder’s shares of Common Stock Dissenting Shares under Sections 92A.300 to 92A.500 shall thereupon cease and such Dissenting Shares shall be treated as if they had deemed to be Non-Electing Shares that have been converted into at the Effective Time into, and become exchangeable for shall have become, the right to receivereceive the Stock Consideration as provided in Section 2.1(c)(iii) of this Agreement, as of subject, if applicable, to the Effective Time, the Per Share Merger Consideration proration provided for each such share, in accordance with Section 3.1, without interest. The Company 2.2. (b) Target shall give Parent Buyer prompt written notice and a copy (but in any event within 48 hours) to Buyer of any written demands for appraisal, attempted appraisal of any shares of Target Common Stock and any withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Stockholders’ rights of appraisal, and, at Parent’s expense, Parent Buyer shall have the opportunity and right to participate in and direct all negotiations and proceedings with respect to demands for appraisal by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the Companysuch demands. The Company Target shall not, except with the prior written consent of ParentBuyer, voluntarily make any payment with respect to, or settle, or offer or agree to any demands for appraisalsettle, offer to settle or settle any such demands or approve any withdrawal of any such demandsdemand for payment.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a Stockholder who did not vote in favor of the Merger (or consent thereto in writinga) and who is entitled to demand and properly demands appraisal of such shares (the “Each Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Stockholders”) Share shall not be converted into or be exchangeable for the represent a right to receive the applicable Common Per Share Merger ConsiderationConsideration under Section 2.07, but instead such and the holder thereof shall be entitled to receive such consideration as may be determined to be due only to such Dissenting Stockholder rights as are granted by Chapters 92A.300 to 92A.500, inclusive, of the NRS. The Company shall give Parent notice as promptly as reasonably practicable upon receipt by the Company of any demand for payment pursuant to Section 262 Chapter 92A.440 of the DGCLNRS and of withdrawals of such notice (any stockholder duly making such demand being hereinafter called a “Dissenting Stockholder”), unless and until such holder Parent shall have failed to perfect or shall have effectively withdrawn or lost its the right to appraisal under participate in all negotiations and proceedings with respect to any such demands, and consent to any settlement in connection therewith. Any payments made in respect of Dissenting Shares shall be made by Parent and/or the DGCL. Surviving Corporation. (b) If any Dissenting Stockholder shall have failed effectively withdraw or lose (through failure to perfect or shall have effectively withdrawn otherwise including via a finding by a court of competent jurisdiction) his or lost such righther right to dissent under Chapter 92A.440 of the NRS, each of such holder’s shares of Company Common Stock shall be converted solely into a right to receive the applicable Common Per Share Merger Consideration in accordance with the applicable provisions of this Agreement, in which case such share shall thereupon be treated as if they had been converted into and become exchangeable for the right to receivedeemed, as of the Effective Time, to have been cancelled and retired and to have ceased to exist and been converted into the Per Share Merger Consideration for each right to receive, upon surrender of such shareCertificate or Book-Entry Shares in accordance with Section 2.08, without interest and subject to any withholding of Taxes required by applicable Law, in accordance with Section 3.1this Agreement, without interest. The Company the Common Per Share Merger Consideration. (c) At the Effective Time, the Dissenting Shares shall give Parent prompt notice no longer be outstanding and a copy shall automatically be cancelled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any written demands for appraisal, attempted withdrawals rights with respect thereto (except the right to receive the fair value of such demands, and any other instruments served pursuant to shares in accordance with the applicable Law that are received by provisions of the Company relating to Stockholders’ rights of appraisal, and, at Parent’s expense, Parent shall have NRS) including the opportunity and right to direct all negotiations and proceedings with respect vote his, her or its shares of Company Common Stock for any purpose or to demands for appraisal by Stockholders under the DGCLreceive payment of dividends or other distribution on his, so long as Parent does not create any pre-Closing obligations of the Company. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal, offer to settle her or settle any such demands or approve any withdrawal of any such demandsits shares.

Dissenting Stockholders. Each Owner waives notice of and agrees not to seek or assert any dissenter's or appraisal rights, or any similar rights, to which such Owner would otherwise be entitled. Notwithstanding anything in this Agreement to the contrary, but only in the circumstances and to the extent provided by the DGCL, shares of Common Company Capital Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by a Stockholder Persons who are not Owners and who did not vote such shares in favor of the Merger (or consent thereto to the Merger in writing) writing and who is shall have properly and timely delivered to the Company, as the case may be, a written demand for appraisal of their shares of the Company Capital Stock in accordance with Section 262 of the DGCL ("Dissenting Shares") shall not be converted into the right to receive, or be exchangeable for, the Merger Consideration, the contingent right to receive a proportionate percentage of the Escrow Amount. Instead, the holders of Dissenting Shares shall be entitled to demand and properly demands appraisal payment of the fair value of such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, accordance with the provisions of Section 262 of the DGCL DGCL. The Company shall give Parent (the “Dissenting Stockholders”i) shall not be converted into or be exchangeable prompt notice of all demands for the right to receive the Per Share Merger Consideration, but instead such holder shall be entitled to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to payment under Section 262 of the DGCL, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration for each such share, in accordance with Section 3.1, without interest. The Company shall give Parent prompt notice and a copy of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Stockholders’ rights of appraisal, and, at Parent’s expense, Parent shall have (ii) the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal by Stockholders payment under Section 262 of the DGCL. Prior to the Effective Time, so long as Parent does not create any pre-Closing obligations of the Company. The Company shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any demands for appraisalpayment under Section 262 of the DGCL, offer or agree to settle or settle do any of the foregoing. If a holder of Company Capital Stock demands appraisal of the fair value of shares of Company Capital Stock under Section 262 of the DGCL after Closing and such demands or approve shares become Dissenting Shares, the Owners' Representative shall instruct the Paying Agent to return to Parent any withdrawal portion of any the Aggregate Merger Consideration previously deposited with respect to such demandsDissenting Shares and the Paying Agent will return such portion to Parent.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by a Stockholder who did not vote in favor of the Merger (or consent thereto in writing) and any Person who is entitled to demand and properly demands appraisal of such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Stockholders”) shall not be converted into or be exchangeable for the right to receive such Persons’ portions of the Per Share Merger Consideration, but instead rather the holders of such holder Dissenting Shares shall be entitled to receive such consideration as may be determined to be due to payment by the Surviving Corporation of the “fair value” of such Dissenting Stockholder pursuant Shares in accordance with Section 262 of the DGCL; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL, unless and until then the right of such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under be paid the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, fair value of such holder’s shares of Common Stock Dissenting Shares shall thereupon cease and such Dissenting Shares shall be treated as if they had deemed to have been converted into and become exchangeable for the right to receive, as of the Effective TimeTime into, and to have become exchangeable solely for, the Per Share right to receive the Merger Consideration (for each the avoidance of doubt, without any interest thereon), upon proper delivery to the Exchange Agent of such sharePerson’s Certificates (or affidavit of loss, in accordance with Section 3.1lieu thereof, without interestin the form required by the Exchange Agent) or an “agent’s message”, as applicable (including, for the avoidance of doubt, any documents or agreements required by the Exchange Agent). The Company shall give Parent provide prompt notice and a copy to SPAC of any written demands received by the Company for appraisalappraisal of any shares of Company Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are Section 262 of the DGCL received by the Company relating to Stockholders’ rights of appraisalCompany. To the extent permitted by applicable Law, and, at Parent’s expense, Parent SPAC shall have the opportunity to participate with the Company in any and right to direct all negotiations and proceedings with respect to demands for appraisal by Stockholders under such demands. Prior to the DGCLEffective Time, so long as Parent does not create any pre-Closing obligations of neither the Company. The Company shall notnor SPAC shall, except with without the prior written consent of Parentthe other party, voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle settle, any such demands or approve applications, waive any withdrawal failure to timely deliver a written demand for appraisal, or agree to do any of any such demandsthe foregoing.

Dissenting Stockholders. (a) Notwithstanding anything in any provision of this Agreement to the contrary, shares each share of Common Stock and Preferred Stock that are is issued and outstanding immediately prior to the Effective Time and which are that is held by a Stockholder who did (i) has not vote voted in favor of the Merger (this Agreement or consent consented thereto in writingwriting and (ii) who shall have otherwise perfected such holder’s dissenters’ rights in accordance with and who is entitled to demand and properly demands appraisal of such shares (as contemplated by the “Dissenting Shares”) pursuant to, and who complies in all respects with, the applicable provisions of Section 262 of the DGCL (the each such Stockholder, a “Dissenting StockholdersStockholder”, and each share of Common Stock and Preferred Stock held by such Dissenting Stockholder, a “Dissenting Share”) shall not be converted into or be exchangeable for represent the right to receive the Per Share Merger Considerationamounts payable with respect to such Common Stock and Preferred Stock under Section 2.8, but instead such holder shall be entitled only to receive such consideration rights as may be determined to be due to are granted by the applicable provisions of the DGCL; provided, however, that if such Dissenting Stockholder pursuant fails to Section 262 perfect, or effectively withdraws or loses such holder’s right to appraisal of and payment for such holder’s shares under the applicable provisions of the DGCL, unless each share of Common Stock and until Preferred Stock of such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Common Stock shall thereupon be treated as if they had deemed to have been converted into and to have become exchangeable for the right to receivefor, as of the Effective Time, the Per Share Merger Consideration for each right to receive the amounts payable with respect to such shareCommon Stock and Preferred Stock under Section 2.8, in accordance and such share of Common Stock or Preferred Stock shall no longer be a Dissenting Share. In such event, the Surviving Corporation shall deliver the amounts payable with respect to such Common Stock and Preferred Stock under Section 3.1, 2.8 to which such Stockholder is entitled under this Section 2.11 (without interest. ) as and when such payments are required to be made following surrender by such Stockholder of the certificate or certificates representing the shares of Common Stock and Preferred Stock held by such Stockholder in the manner provided in Section 3.2. (b) The Company shall give Parent prompt notice to Parent and a copy the Representative of any written demands for appraisal, attempted (and withdrawals of such demands, and any other instruments served pursuant to applicable Law that are ) received by the Company relating to Stockholders’ rights of appraisal, and, at Parent’s expense, Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal by Stockholders under of shares of Common Stock and Preferred Stock. Prior to the DGCLEffective Time, so long as Parent does not create any pre-Closing obligations of the Company. The Company shall not, except with without the prior written consent of ParentParent (such consent not to be unreasonably, withheld, conditioned or delayed), make any payment with respect to any demands for appraisalto, 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. The Surviving Corporation shall pay to any Dissenting Stockholder any and all amounts due and owing to such holder as a result of any settlement of, or determination by any court of competent jurisdiction with respect to, such demands, as and when such payments are required to be made following surrender by such Dissenting Stockholder of the certificate or certificates representing the shares of Common Stock and Preferred Stock held by such Dissenting Stockholder in the manner provided in Section 3.2.

Dissenting Stockholders. (a) Notwithstanding anything in any provision of this Agreement to the contrary, shares of Common Company Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a Stockholder any holder of shares of Company Stock who did has not vote voted in favor of the Merger (or consent thereto in writing) and who is entitled to demand has properly perfected such holder’s dissenters’ rights in accordance with and properly demands appraisal of such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of as contemplated by Section 262 of the DGCL (the “Dissenting Stockholders”) shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration, but instead such holder shall be entitled to receive from the Surviving Corporation the value of such consideration shares in cash as may be determined to be due pursuant to such Dissenting Stockholder pursuant provision of Law; provided, that no such payment shall be made to Section 262 of the DGCL, any dissenting stockholder unless and until such holder shall have failed dissenting stockholder has complied with the applicable provisions of the DGCL and surrendered to perfect Company the certificate or shall have certificates representing the shares for which payment is being made. In the event that after the Effective Time, a dissenting stockholder of Company fails to perfect, or effectively withdrawn withdraws or lost its right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such rightloses, such holder’s right to appraisal of and payment for such holder’s shares, shares held by such holder shall be deemed to have been converted at the Effective Time into the Merger Consideration, and Parent shall issue and deliver the Merger Consideration upon surrender by such holder of the certificate or certificates representing the shares of Common Company Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right held by such holder. (b) Within three (3) days prior to receive, as of the Effective Time, the Per Share Merger Consideration for each such share, in accordance with Section 3.1, without interest. The Company shall give Parent prompt notice and a copy of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by Company for appraisal of shares of Company Stock held by dissenting stockholders of Company. Prior to the Closing, Company relating to Stockholders’ rights of appraisal, and, at Parent’s expense, Parent shall have the opportunity and right to direct control all negotiations and proceedings with respect to such demands for appraisal and on and after the Closing, Parent shall exercise such control. After the Closing, Parent shall promptly pay to any dissenting stockholder any and all amounts due and owing to such holder as a result of any settlement or determination by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations Court of Chancery of the Company. The Company shall not, except with the prior written consent State of Parent, make any payment Delaware with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Company shall comply with the notice provisions of Section 262 of the DGCL.

Dissenting Stockholders. Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, any shares of Common Company Capital Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by a Stockholder stockholder (a “Dissenting Stockholder”) who did not vote has neither voted in favor of the Merger (or consent adoption of this Agreement nor consented thereto in writing) writing and who is entitled to demand and has demanded properly demands in writing an appraisal of for such shares and otherwise properly perfected and not withdrawn or lost their rights (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of accordance with Section 262 of the DGCL (the “Dissenting Stockholders”) shall will not be converted into into, or be exchangeable for represent the right to receive the Per Share Merger Consideration, but instead such holder shall . Such Dissenting Stockholders will be entitled to receive payment of the appraised value of Dissenting Shares held by them in accordance with the provisions of such consideration as may Section 262, except that all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or lost their rights to appraisal of such Dissenting Shares under such Section 262 will thereupon be determined deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in Section 2.01(c). Notwithstanding anything to the contrary contained in Section 2.01(c), if the Merger is rescinded or abandoned, then the right of any stockholder to be due to paid the fair value of such stockholder’s Dissenting Stockholder Shares pursuant to Section 262 of the DGCL, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration for each such share, in accordance with Section 3.1, without interestDGCL will cease. The Company shall will give Parent prompt notice and a copy of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Stockholdersstockholders’ rights of appraisal, and, at Parent’s expense, . The Company will give Parent shall have the opportunity and right to direct participate in all negotiations and proceedings with respect to demands for appraisal by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the Companyappraisal. The Company shall will not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalappraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Stockholders. Notwithstanding anything contained in this Agreement to the contrarycontrary but only to the extent required by the DGCL, shares of Common Company Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a Stockholder Company Stockholders who did not vote comply with all the provisions of the DGCL concerning the right of Company Stockholders to demand appraisal of their shares of Company Stock in favor of connection with the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares (the “Dissenting Shares”) pursuant toholders, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Stockholders”) shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration, but instead such holder shall be entitled only become convertible into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 the law of the DGCLState of Delaware or the State of California, unless and until as applicable; provided, however, that if any Dissenting Stockholder who demands appraisal of such holder Company Stockholder’s shares of Company Stock under the DGCL shall have failed effectively withdraw or lose (through failure to perfect or shall have effectively withdrawn otherwise) his or lost its her right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such rightappraisal, such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, then as of the Effective Time, or the Per Share occurrence of such event, whichever occurs later, such Company Stockholder’s shares of Company Stock shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration for each Consideration, if any, to which such share, in accordance with Company Stockholder would otherwise be entitled pursuant to Section 3.12.3, without interestinterest thereon, and such Company Stockholder shall no longer be a Dissenting Stockholder. The Company shall give Parent and Sub (x) prompt notice and a copy of 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 relating to Stockholders’ rights of appraisal, and, at Parent’s expense, Parent shall have after the date hereof and (y) the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the Companyappraisal. The Company shall not voluntarily make any payment with respect to any demands for appraisal and shall not, except with the prior written consent of Parent, make settle or offer to settle any payment demand. Following the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, comply with the DGCL to satisfy the obligations of the Company with respect to the Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, all defined terms used with respect to calculating the Merger Consideration and allocating it among the Company Shareholders will be reduced proportionately to reflect any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demandsshares held by Dissenting Stockholders.

Dissenting Stockholders. Notwithstanding anything All issued and outstanding shares of SURGICOE Stock held by holders of record as of the date fixed for determination of stockholders entitled to notice of and to vote at the meeting of Shareholders referred to in this Agreement Section 6.4 hereof who shall have neither voted in favor of the Merger nor consented thereto in writing and shall have delivered (and then been entitled to deliver) to SURGICOE a written demand for appraisal of their shares of SURGICOE Stock within the time and in the manner provided in O.C.G.A. §14-2-1321 (collectively, the “Dissenting Stockholders” and, individually, a “Dissenting Stockholder”) shall not be exchanged for cash, but shall be entitled to receive such consideration as shall be provided in O.C.G.A. §14-2-1325 (except as provided in O.C.G.A. §14-2-1327) in accordance with the terms and subject to the contrary, shares conditions set forth in said section; except that each share of Common SURGICOE Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a Dissenting Stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to shall thereafter withdraw his demand and properly demands for appraisal of such his shares (of SURGICOE Stock with the “Dissenting Shares”) pursuant toSurviving Corporation’s consent, and or who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Stockholders”) shall not be converted into or be exchangeable for the loses his right to receive such payment, shall no longer be a Dissenting Stockholder. SURGICOE shall deliver to USP (a) as soon as available after the Per Share Merger Consideration, but instead such holder shall be entitled to receive such consideration as may be determined meeting of Shareholders to be due to such Dissenting Stockholder called pursuant to Section 262 6.4 hereof, a list of all Shareholders who have filed written objections to the DGCLMerger on or before said date, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration for each such share, in accordance with Section 3.1, without interest. The Company shall give Parent prompt notice and (b) a copy of any written demands for appraisal, attempted withdrawals of the notice sent to such demandsstockholders pursuant to O.C.G.A §14-2-1325, and any (c) from time to time, as USP shall reasonably request, other instruments served pursuant relevant information with respect to applicable Law that are received by the Company relating such objections and demands. SURGICOE shall afford to Stockholders’ rights of appraisal, and, at Parent’s expense, Parent shall have USP the opportunity and right to direct participate in all negotiations and proceedings with respect to any such demands for appraisal by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the Company. The Company and shall not, prior to the Effective Time, except with the prior written consent of ParentUSP, voluntarily make any payment with respect to any demands for appraisalto, offer to settle or settle offer or agree to settle, any such demands or approve any withdrawal of any such demandsfor payment.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Common Stock that are issued and Shares outstanding immediately prior to the Effective Time and which that are held by a Stockholder Person who did shall not vote in favor of the Merger (or consent thereto in writing) have voted to adopt this Agreement and who is entitled to demand properly exercises and properly demands perfects appraisal of rights for such shares (the “Dissenting Shares”) pursuant to, and who complies Shares in all respects with, the provisions of accordance with Section 262 of the DGCL (the “"Dissenting Stockholders”Shares") shall will not be converted into or be exchangeable for the a right to receive the Per Share applicable Merger ConsiderationConsideration as described in Section 3.01, but instead such holder shall be entitled converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL; provided, unless and until however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost its lose the right to appraisal and payment under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such rightDGCL after the Election Deadline, such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right of such holder to receive, such appraisal of its Dissenting Shares shall cease and such Shares shall be deemed canceled and converted as of the Effective Time, Time into the Per Share right to receive the Merger Consideration for each as provided in Section 3.01 to which a holder who made a Cash Merger Election would be entitled, any cash paid in respect of fractional shares payable to any such share, in accordance with holder pursuant to Section 3.1, without interest3.03(e) and any dividends or other distributions to which any such holder is entitled pursuant to Section 3.03(c). The Company shall give Parent (a) prompt notice and a copy of 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 Section 262 of the DGCL and received by the Company relating to Stockholders’ rights of appraisal, and, at Parent’s expense, Parent shall have and (b) the opportunity and right to direct in compliance with all applicable Laws all negotiations and proceedings with respect to demands for appraisal by Stockholders appraisals under the DGCL; provided, so long as that any definitive actions taken by the Company at the direction of Parent does not create in respect of any pre-Closing obligations such negotiations and proceedings may be conditioned upon occurrence of the CompanyEffective Time. The Company shall not, except with the prior written consent of Parent, (i) voluntarily make any payment with respect to any demands for appraisalappraisal for Dissenting Shares, (ii) offer to settle settle, or settle any such demands or approve any withdrawal of settle, any such demands, (iii) waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL or (iv) agree to do any of the foregoing.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, Any holder of shares of IRBC Common Stock that are issued who perfects his dissenters' rights of appraisal in accordance with and outstanding immediately prior to the Effective Time and which are held as contemplated by a Stockholder who did not vote in favor Section 607.1320 of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares FBCA (the “Dissenting Shares”"Dissenter Provisions") pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Stockholders”) shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration, but instead such holder shall be entitled to receive the value of such consideration shares in cash as may be determined to be due pursuant to such Dissenting Stockholder pursuant provision of Law; provided, however, that no such payment shall be made to Section 262 of the DGCL, any dissenting stockholder unless and until such holder dissenting stockholder has complied with the applicable provisions of the FBCA and surrendered to the Surviving Corporation the certificate or certificates representing the shares for which payment is being made; provided, further, nothing contained in this Section 3.4 shall have failed in any way limit the right of ANB to perfect or shall have effectively withdrawn or lost its right terminate this Agreement and abandon the Merger pursuant to appraisal under the DGCLsubsection 10.1(i) below. If any Dissenting Stockholder shall dissenting stockholder gives notice to IRBC, IRBC will promptly give ANB notice thereof, and ANB will have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration for each such share, participate in accordance with Section 3.1, without interest. The Company shall give Parent prompt notice and a copy of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Stockholders’ rights of appraisal, and, at Parent’s expense, Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the Companysuch demands. The Company shall IRBC will not, except with the prior written consent of ParentANB, voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle settle, any such demands demand for payment. In the event that after the Effective Time a dissenting stockholder of IRBC fails to perfect, or approve any withdrawal effectively withdraws or loses, his right to appraisal and of any payment for his shares, the Surviving Corporation shall issue and deliver the consideration to which such demandsholder of shares of IRBC Common Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares of IRBC Common Stock held by him.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, Any holder of shares of Company Class A Common Stock that are issued who perfects such holder's dissenters' rights in accordance with and outstanding immediately prior to the Effective Time and which are held as contemplated by a Stockholder who did not vote in favor Section 262 of the Merger DGCL (or consent thereto in writinga "DISSENTING STOCKHOLDER") and who is shall be entitled to demand and properly demands appraisal receive from the Surviving Corporation the value of such shares (in cash as determined pursuant to such provision of Delaware Law; provided, that no such payment shall be made to a Dissenting Stockholder unless and until such Dissenting Stockholder has complied with the “Dissenting Shares”) pursuant to, and who complies in all respects with, the applicable provisions of Section 262 of the DGCL (and surrendered to the “Company the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Time a Dissenting Stockholders”) shall not be converted into Stockholder fails to perfect, or be exchangeable for the effectively withdraws or loses, such Dissenting Stockholder's right to receive appraisal of and payment for such holder's shares, the Per Share Merger Consideration, but instead such holder Surviving Corporation shall be entitled issue and deliver the consideration to receive such consideration as may be determined to be due to which such Dissenting Stockholder pursuant to Section 262 is entitled under this Article 2 (without interest) upon surrender by such Dissenting Stockholder of the DGCL, unless and until certificate or certificates representing the shares of Company Class A Common Stock held by such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCLDissenting Stockholder. If any and to the extent required by applicable law, the Surviving Corporation will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such rightStockholders. Upon satisfaction of all claims of Dissenting Stockholders, such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receiveremaining escrowed amount, as reduced by payment of the Effective Timefees and expenses of the escrow agent, will be returned to the Per Share Merger Consideration for each such share, in accordance with Section 3.1, without interestSurviving Corporation. The Company shall give Parent serve prompt notice and a copy to Kona of any written demands for appraisalappraisal of any shares of Company Class A Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the DGCL received by the Company relating to Stockholders’ rights of appraisalCompany, and, at Parent’s expense, Parent and Kona shall have the opportunity and right to participate in and direct all negotiations and proceedings with respect to demands for appraisal by Stockholders under such demands. Prior to the DGCLEffective Time, so long as Parent does not create any pre-Closing obligations of the Company. The Company shall not, except with without the prior written consent of ParentKona (which consent shall not be withheld unreasonably), make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree to do or commit to do any of the foregoing.

Dissenting Stockholders. (a) Notwithstanding anything in any provision of this Agreement to the contrary, shares each share of Common Stock that are is issued and outstanding immediately prior to the Effective Time and which are that is held by a Stockholder who did (i) has not vote voted in favor of the Merger (this Agreement or consent consented thereto in writingwriting and (ii) who shall have otherwise perfected such holder’s dissenters’ rights in accordance with and who is entitled to demand and properly demands appraisal of such shares (as contemplated by the “Dissenting Shares”) pursuant to, and who complies in all respects with, the applicable provisions of Section 262 of the DGCL (the each such Stockholder, a “Dissenting StockholdersStockholder”, and each share of Common Stock held by such Dissenting Stockholder, a “Dissenting Share”) shall not be converted into or be exchangeable for represent the right to receive the Per Share Merger Considerationamounts payable with respect to such Common Stock under Section 2.8, but instead such holder shall be entitled only to receive such consideration rights as may be determined to be due to are granted by the applicable provisions of the DGCL; provided, however, that if such Dissenting Stockholder pursuant fails to Section 262 perfect, or effectively withdraws or loses such holder’s right to appraisal of and payment for such holder’s shares under the applicable provisions of the DGCL, unless and until each share of Common Stock of such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Common Stock shall thereupon be treated as if they had deemed to have been converted into and to have become exchangeable for the right to receivefor, as of the Effective Time, the Per Share Merger Consideration for each right to receive the amounts payable with respect to such shareCommon Stock under Section 2.8, and such share of Common Stock shall no longer be a Dissenting Share. In such event, the Surviving Corporation shall deliver the amounts payable with respect to such Common Stock under Section 2.8 to which such Stockholder is entitled (without interest) as and when such payments are required to be made following surrender by such Stockholder of the certificate or certificates representing the shares of Common Stock held by such Stockholder and the Letter of Transmittal in the manner provided in Section 3.2. (b) The Company shall provide notice in accordance with Section 3.1, without interestthe DGCL to each Stockholder that is entitled to appraisal rights. The Company shall give Parent prompt notice to Parent and a copy the Representative of any written demands received by the Company for appraisalappraisal of shares of Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the DGCL received by the Company relating to Stockholders’ rights of appraisalCompany, and, at Parent’s expense, and Parent shall have the opportunity and right to participate in and direct all negotiations and proceedings with respect to demands for appraisal such demands. The Surviving Corporation shall promptly pay to any Dissenting Stockholder any and all amounts due and owing to such holder as a result of any settlement of, or determination by Stockholders under the DGCLany court of competent jurisdiction with respect to, so long as Parent does not create any pre-Closing obligations of the Companysuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle settle, any such demands or approve agree to do or commit to do any withdrawal of any such demandsthe foregoing, except to the extent required by applicable Law.

Dissenting Stockholders. Notwithstanding anything in Section 3.1 of this Agreement to the contraryAgreement, shares of BANK Common Stock that are issued and outstanding immediately prior to at the Effective Time and which are held by a Stockholder holder who did not vote perfected his dissenters’ rights in favor accordance with Section 658.44 of the Merger FFIC (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares (the “Dissenting BANK Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Stockholders”) shall not be converted into or be exchangeable for represent the right to receive the Per Share Merger Considerationconsideration payable thereon pursuant to Section 3.1 of this Agreement, but instead and any such holder shall be entitled to receive such consideration as may be determined to be due only to such Dissenting Stockholder pursuant to rights of appraisal as are granted by Section 262 658.44 of the DGCLFFIC (“Dissenter Provisions”), unless and until such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost its otherwise loses his or her right to appraisal appraisal; provided, however, that no payment in connection with Dissenting BANK Shares shall be made to any dissenting stockholder unless and until such dissenting stockholder has complied with the applicable provisions of the Dissenter Provisions and surrendered to the Surviving Bank the certificate or certificates representing the Dissenting BANK Shares for which payment is being made; provided, further, that nothing contained in this Section 3.4 shall in any way limit the right of TIB to terminate this Agreement and abandon the Merger under the DGCLSection 10.1(i). If after the Effective Time any Dissenting Stockholder shall have failed such dissenting stockholder fails to perfect or shall have effectively withdrawn withdraws or lost such rightloses his right to appraisal, such holder’s shares of BANK Common Stock shall thereupon be treated as if they had been converted at the Effective Time into and become exchangeable for the right to receive, as receive the consideration payable thereon pursuant to Section 3.1 of the Effective Time, the Per Share Merger Consideration for each such share, in accordance with Section 3.1, this Agreement (without interest). The Company BANK shall give Parent TIB prompt notice and a copy upon receipt by BANK of any written objection to the Merger and such written demands for appraisalpayment for shares of BANK Common Stock under the Dissenter Provisions, attempted and the withdrawals of such demands, and any other instruments served provided to BANK pursuant to applicable Law the Dissenter Provisions (any stockholder duly making such demand being hereinafter called a “Dissenting Stockholder”). Each Dissenting Stockholder that are received becomes entitled, pursuant to the Dissenter Provisions, to payment for any shares of BANK Common Stock held by such Dissenting Stockholder shall receive payment therefor from TIB (but only after the amount thereof shall have been agreed upon or at the times and in the amounts required by the Company relating to Stockholders’ rights of appraisal, and, at Parent’s expense, Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the CompanyDissenter Provisions). The Company BANK shall not, except with the prior written consent of ParentTIB, voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demandsdemand for payment by a Dissenting Stockholder.

Dissenting Stockholders. (a) Notwithstanding anything in any provision of this Agreement to the contrary, shares (collectively, the "Dissenting Shares") of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by a Stockholder who did not vote in favor stockholders of the Merger (or consent thereto in writing) Company who have exercised and who is entitled to demand and properly demands perfected appraisal of rights for such shares (the “Dissenting Shares”) pursuant to, and who complies of Company Common Stock in all respects with, the provisions of accordance with Section 262 of the DGCL (the “"Dissenting Stockholders”") shall not be converted into or be exchangeable for represent the right to receive the Per Share Merger Consideration, but instead such holder Consideration pursuant to Section 3.1(b). Such Dissenting Stockholders shall be entitled to receive such consideration as may be determined to be due to payment of the appraised value of such Dissenting Stockholder pursuant to Shares in accordance with Section 262 of the DGCL, unless and until such holder . All Dissenting Shares held by Dissenting Stockholders who shall have failed to perfect or who effectively shall have effectively withdrawn or lost its right their rights to appraisal of such shares of Company Common Stock under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Common Stock DGCL shall thereupon be treated as if they had deemed to have been converted into and to have become exchangeable for the right to receivefor, as of the Effective Time, the right to receive the Per Share Merger Consideration for each pursuant to Section 3.1(b), without any interest thereon, upon surrender of the Certificate or Certificates that formerly evidenced such shareshares of Company Common Stock, in accordance with Section 3.1the manner provided, without interest. and subject to the conditions of ARTICLE 4. (b) The Company shall give Parent (i) prompt notice and a copy of 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 relating and (ii) prior to Stockholders’ rights of appraisalthe Effective Time, and, at Parent’s expense, Parent shall have the opportunity and right to direct participate in all negotiations and proceedings with respect to demands for appraisal by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the Company. The Company shall not, except with the prior written consent of Parent, which shall not be unreasonably withheld or delayed, make any payment with respect to any demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Common Stock Shares that are issued and outstanding immediately prior to the Effective Time (after giving effect to the exchange of the Rollover Shares as provided in Section 1.1) and which are held by a Stockholder holder thereof who did not vote properly exercises and perfects appraisal rights for such Shares in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of accordance with Section 262 of the DGCL (the “"Dissenting Stockholders”Shares") will be paid for by the Surviving Corporation in accordance with Section 262 of the DGCL; provided, however, that if any such holder shall not fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal and payment under the DGCL, the right of such holder to such appraisal of its Shares shall cease and such Shares shall be deemed converted as of the Effective Time into or be exchangeable for the right to receive the Per Share Merger Consideration, but instead consideration to which any such holder shall be is entitled to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration for each such share, in accordance with Section 3.1, without interest1.8. The Company shall give Parent Buyer (a) prompt notice and a copy of 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 Section 262 of the DGCL and received by the Company relating to Stockholders’ rights of appraisal, and, at Parent’s expense, Parent shall have and (b) the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal by Stockholders appraisals under the DGCL, so long as Parent does not create any pre-Closing obligations of the Company. The Company shall not, except with the prior written consent of ParentBuyer, (i) voluntarily make any payment with respect to any demands for appraisalappraisal for Dissenting Shares, (ii) offer to settle settle, or settle any such demands or approve any withdrawal of settle, any such demands, (iii) waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL, or (iv) agree to do any of the foregoing.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Alt5 Common Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by a Stockholder who did not vote in favor stockholders properly exercising appraisal rights available under Section 262 of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares Delaware Law (the “Dissenting Shares”) pursuant toshall not be exchanged for Merger Consideration, unless and who complies until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the Delaware Law. Dissenting Shares shall be treated in all respects with, the provisions of accordance with Section 262 of the DGCL (the “Dissenting Stockholders”) shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration, but instead such holder shall be entitled to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL, unless and until Delaware Law. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost its such right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such rightappraisal, such holder’s shares of Common Stock Shares shall thereupon be treated as if they had been converted into and become exchangeable only for the right to receive, as of the later of the Effective TimeTime and the time that such right to appraisal shall have been irrevocably lost, withdrawn, or expired, the Per Share Merger Consideration for each such share, in accordance with Section 3.1Consideration, without interestinterest thereon. The Company Alt5 shall give Parent JxxXxx (a) prompt notice and a copy of any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to applicable the Delaware Law that are and received by the Company JxxXxx relating to Stockholders’ rights to be paid the “fair value” of appraisalDissenting Shares, and, at Parent’s expense, Parent shall have as provided in Section 262 of the Delaware Law and (b) the opportunity to participate in and right to direct control all negotiations and proceedings with respect to demands for appraisal by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the CompanyDelaware Law. The Company Alt5 shall not, except with the prior written consent of ParentJanOne (which consent may be withheld, delayed, denied, or conditioned in JxxXxx’s sole and absolute discretion), voluntarily make or agree to make any payment with respect to any demands for appraisalappraisals of capital stock of Alt5, offer to settle or settle any such demands demands, or approve any withdrawal of any such demands.

Dissenting Stockholders. (i) Notwithstanding anything in any provision of this Agreement to the contrary, any shares of Company Common Stock that are issued and outstanding or Preferred held by a holder who, immediately prior to the Effective Time Time, acting in accordance with Sections 86 to 98 of Chapter 156B of the Massachusetts Law, (i) prior to the special meeting at which the Stockholders vote to approve the Merger (the "Special Meeting") has delivered to the Company written notice of his intention to demand payment for his shares of Company Common Stock or Preferred if the Merger is effectuated and which are held by a Stockholder who did (ii) has not vote voted in favor of the Merger (Merger, shall not have his shares of Company Common Stock or consent thereto in writing) and who is entitled Preferred converted into a right to receive shares of Parent Common Stock. If, however, after the Effective Time such holder withdraws or loses his right to demand payment for his Company Common Stock or Preferred, such Company Common Stock or Preferred shall be treated as if it had been converted as of the Effective Time and properly demands appraisal (i) as of the occurrence of such shares (the “Dissenting Shares”) pursuant toevent, and who complies in all respects with, the provisions of Section 262 such holder's Company Common Stock or Preferred shall treated as if it had been converted as of the DGCL (the “Dissenting Stockholders”) shall not be converted Effective Time into or be exchangeable for the right to receive that number of shares of Parent Common Stock as is set forth Section 1.6 hereof, and (ii) promptly following the Per Share Merger Considerationoccurrence of such event, but instead the Parent shall deliver to the Exchange Agent a certificate representing 90% of the shares of Parent Common Stock to which such holder shall be is entitled to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 1.6(a) and shall deliver to the Escrow Agent a certificate representing the remaining 10% of the DGCL, unless and until shares of Parent Common Stock to which such holder is entitled pursuant to (a) (which shares shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as considered part of the Effective Time, the Per Share Merger Consideration Escrow Fund for each such share, in accordance with Section 3.1, without interest. all purposes of this Agreement). (ii) The Company shall give the Parent (i) prompt notice and a copy of any written demands for appraisalpayment of any Company Common Stock or Preferred, attempted withdrawals of such demands, and any other instruments served pursuant that relate to applicable Law that are such demands received by the Company relating to Stockholders’ rights of appraisal, and, at Parent’s expense, Parent shall have and (ii) the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the CompanyMassachusetts Law. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal, appraisal of Company Common Stock or Preferred or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Stockholders. Notwithstanding anything contained in this Agreement to the contrarycontrary but only to the extent required by the DGCL, shares of Common Company Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a Stockholder Company Stockholders who did not vote comply with all the provisions of the DGCL concerning the right of Company Stockholders to demand appraisal of their shares of Company Stock in favor of connection with the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares (the “Dissenting Shares”) pursuant toholders, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Stockholders”) shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration, but instead such holder shall be entitled only become convertible into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 the law of the DGCLState of Delaware; provided, unless and until however, that if any Dissenting Stockholder who demands appraisal of such holder Company Stockholder’s shares of Company Stock under the DGCL shall have failed effectively withdraw or lose (through failure to perfect or shall have effectively withdrawn otherwise) his or lost its her right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such rightappraisal, such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, then as of the Effective Time, or the Per Share occurrence of such event, whichever occurs later, such Company Stockholder’s shares of Company Stock shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the Stock Merger Consideration for each or Cash Merger Consideration, if any, to which such share, in accordance with Company Stockholder would otherwise be entitled pursuant to Section 3.12.3, without interestinterest thereon, and such Company Stockholder shall no longer be a Dissenting Stockholder. The Company shall give Parent and Sub (x) prompt notice and a copy of 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 relating to Stockholders’ rights of appraisal, and, at Parent’s expense, Parent shall have after the date hereof and (y) the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the Companyappraisal. The Company shall not voluntarily make any payment with respect to any demands for appraisal and shall not, except with the prior written consent of Parent, make settle or offer to settle any payment demand. Following the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, comply with the DGCL to satisfy the obligations of the Company with respect to the Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, all defined terms used with respect to calculating the Merger Consideration and allocating it among the Company Preferred Shareholders will be reduced proportionately to reflect any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demandsshares held by Dissenting Stockholders.

Dissenting Stockholders. (a) Notwithstanding anything in this Agreement to the contrary, shares of Common Stock that are issued and outstanding immediately no Person who has prior to the Effective Time and which are perfected a demand for appraisal rights pursuant to Subchapter 13 of the ABCA (a “Dissenting Stockholder”) with respect to any shares of Community Stock held by a such Dissenting Stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Stockholders”) shall not be converted into or be exchangeable for the right entitled to receive the Per Share Merger ConsiderationConsideration with respect to such Dissenting Shares unless and until such Dissenting Stockholder shall have effectively withdrawn (in accordance with the applicable provisions of the ABCA) or lost such Person’s right to appraisal under the ABCA with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal under the ABCA with respect to Dissenting Shares, but instead such holder Dissenting Stockholder shall be entitled to receive only payment of the fair value of such consideration Dissenting Shares as may be determined required by Subchapter 13 of the ABCA (including any interest thereon and related costs, if any, required to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration for each such share, paid in accordance with Section 3.1, without interestSubchapter 13 of the ABCA). The Company Community shall give Parent EQBK (A) prompt written notice and a copy of any written demands for appraisalpayment of fair value, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by Community prior to the Company Effective Time in accordance with the provisions of Subchapter 13 of the ABCA relating to StockholdersCommunity stockholders’ appraisal rights of appraisal, and, at Parent’s expense, Parent shall have and (B) the opportunity to participate in and right to direct control all negotiations and proceedings with respect to demands for appraisal payment of fair value by Stockholders Community stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations Subchapter 13 of the CompanyABCA. The Company Community shall not, except with the prior written consent of ParentEQBK (which shall not be unreasonably withheld, conditioned or delayed), make any payment with respect to any such dissent or demands for appraisalpayment of fair value, offer to settle or settle any such demands demands. Any payment required to be made with respect to the Dissenting Shares shall be made by EQBK. From and after the Effective Time, Dissenting Shares shall not be entitled to vote for any purpose or approve be entitled to the payment of dividends or other distributions (except dividends or other distributions payable to stockholders of record prior to the Effective Time). (b) If any stockholder who holds Dissenting Shares effectively withdraws or loses (through failure to perfect or otherwise) such stockholder’s right to appraisal under the ABCA, then, as of the later of the Effective Time and the occurrence of such effective withdrawal or loss, such stockholder’s shares of Common Stock shall no longer be Dissenting Shares and shall be automatically converted into the right to receive the Per Share Merger Consideration, without interest, as set forth in this Article I, it being understood that surrender of the Certificate representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any such demandsDissenting Shares represented thereby.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a Stockholder holder thereof who did shall not vote in favor of the Merger (or consent thereto in writing) have voted to adopt this Agreement and who is entitled to demand properly exercises and properly demands perfects appraisal of rights for such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of accordance with Section 262 of the DGCL (the “Dissenting Stockholders”"DISSENTING SHARES") shall will not be converted as described in Section 2.01(a) but shall be converted into or be exchangeable for the right to receive the Per Share Merger Consideration, but instead such holder shall be entitled to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL; provided, unless and until however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost its lose the right to appraisal and payment under the DGCL. If any Dissenting Stockholder shall have failed , the right of such holder to perfect or shall have effectively withdrawn or lost such right, such holder’s appraisal of its shares of Company Common Stock shall thereupon cease and such shares of Company Common Stock shall be treated as if they had been deemed converted into and become exchangeable for the right to receive, as of the Effective Time, Time into the Per Share right to receive the Merger Consideration for each to which any such shareholder is entitled pursuant to Section 2.01(a), any cash in accordance with lieu of fractional shares payable to any such holder pursuant to Section 3.1, without interest2.04(e) and any dividends or other distributions to which any such holder is entitled pursuant to Section 2.04(c). The Company shall give Parent (a) prompt notice and a copy of 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 Section 262 of the DGCL and received by the Company relating to Stockholders’ rights of appraisal, and, at Parent’s expense, Parent shall have and (b) the opportunity and right to direct in compliance with all applicable Laws all negotiations and proceedings with respect to demands for appraisal by Stockholders appraisals under the DGCL; provided, so long as that any definitive actions taken by the Company at the direction of Parent does not create in respect of any pre-Closing obligations such negotiations and proceedings may be conditioned upon occurrence of the CompanyEffective Time. The Company shall not, except with the prior written consent of Parent, (i) voluntarily make any payment with respect to any demands for appraisalappraisal for Dissenting Shares, (ii) offer to settle settle, or settle any such demands or approve any withdrawal of settle, any such demands, (iii) waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL or (iv) agree to do any of the foregoing.

Dissenting Stockholders. (a) Notwithstanding anything in any provision of this Agreement to the contrary, shares of DSLT Common Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders who (i) shall have filed with DSLT, prior to or at the meeting of stockholders of DSLT at which this Agreement will be submitted to a Stockholder who did vote, a written objection to the Merger, (ii) shall have not vote voted in favor of the Merger and (or consent thereto iii) shall have demanded properly in writing) and who is entitled to demand and properly demands appraisal of writing the fair value for such shares (the “Dissenting Shares”) pursuant to, and who complies of DSLT Common Stock in all respects with, the provisions of Section 262 accordance with Chapter 7 of the DGCL MBCA (the “"Dissenting Stockholders”) "), shall not be converted into or be exchangeable for represent the right to receive Merger Consideration including cash for any fractional shares of Parent Common Stock in accordance with Sections 3.02 and 3.04 but shall become the Per Share Merger Consideration, but instead such holder shall be entitled right to receive payment of the fair value of such consideration as may be determined to be due to such shares of DSLT Common Stock in accordance with the provisions of Chapter 7 of the MBCA, provided, however, that any Dissenting Stockholder pursuant to Section 262 of the DGCL, unless and until such holder who shall have failed to perfect or comply with the requirements of Chapter 7 of the MBCA shall be conclusively presumed to have effectively withdrawn or lost its right consented to appraisal under the DGCL. If any Merger and shall be bound by the terms thereof and the shares of DSLT Common Stock held by such Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Common Stock shall thereupon be treated as if they had deemed to have been converted into and to have become exchangeable for the right to receivefor, as of the Effective Time, the Per Share right to receive the Merger Consideration and cash for each such sharefractional shares of Parent Common Stock, if any, in accordance with Section 3.1Sections 3.02 and 3.04, without interestany interest thereon, upon surrender in the manner provided in Section 3.03 of the certificate(s) that formerly evidenced such DSLT Common Stock. The Company right of a Dissenting Stockholder to be paid the fair value of his or her shares pursuant to Chapter 7 of the MBCA shall cease if and at such time DSLT shall abandon the Merger. Any payments to Dissenting Stockholders (x) if paid at or prior to the Closing, shall be paid by DSLT out of its own funds and no funds will be supplied, directly or indirectly, by Parent for payment to Dissenting Stockholders, nor will Parent directly or indirectly (including through Sub) reimburse DSLT for any payments to Dissenting Stockholders, or (y) if paid after the Closing, shall be paid out of the Escrow. (b) DSLT shall give Parent (i) prompt notice and a copy copies of any written objections to this Agreement received by DSLT, any demands for appraisal, attempted withdrawals fair value of such demands, and any shares of DSLT Common Stock or other instruments served pursuant to applicable Law that are the MBCA and received by the Company relating to Stockholders’ rights DSLT and withdrawals of appraisal, and, at Parent’s expense, Parent shall have such demands and (ii) the opportunity and right to direct participate in all negotiations and proceedings with respect to demands for appraisal by Stockholders fair value under the DGCL, so long as Parent does not create any pre-Closing obligations of the Company. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demandsMBCA.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrarycontrary herein, shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and any Company Share for which are held by any Company Stockholder (such Company Stockholder, a Stockholder who did “Dissenting Stockholder”) (a) has not vote voted in favor of the Merger or consented to it in writing and (or consent thereto in writingb) and who is entitled to demand and properly demands has demanded the appraisal of such shares (the “Dissenting Shares”) pursuant toCompany Share in accordance with, and who complies has complied in all respects with, the provisions of Section 262 of the DGCL (collectively, the “Dissenting StockholdersShares”) shall not be converted into or be exchangeable for the right to receive the Per applicable portion of Transaction Share Merger ConsiderationConsideration or Earnout Shares pursuant to Section 2.1(h). From and after the Effective Time, but instead such holder (i) the Dissenting Shares shall be cancelled and extinguished and shall cease to exist and (ii) the Dissenting Stockholders shall be entitled only to receive such consideration rights as may be determined granted to be due to such Dissenting Stockholder pursuant to them under Section 262 of the DGCLDGCL and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Company or any of its Affiliates (including the SPAC); provided, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If however, that if any Dissenting Stockholder shall have failed effectively withdraws or loses such appraisal rights (through failure to perfect such appraisal rights or otherwise), then the Company Shares held by such Dissenting Stockholder (A) shall have effectively withdrawn or lost such right, such holder’s shares of Common Stock no longer be deemed to be Dissenting Shares and (B) shall thereupon be treated as if they had been converted automatically at the Effective Time into and become exchangeable for the right to receivereceive the applicable portion of Transaction Share Consideration and Earnout Shares pursuant to Section 2.1(h). Each Dissenting Stockholder who becomes entitled to payment for his, as of her or its Dissenting Shares pursuant to the Effective Time, DGCL shall receive such payment from the Per Share Merger Consideration for each such share, Company in accordance with Section 3.1, without interestthe DGCL. The Company shall give Parent the SPAC prompt notice and a copy of any written demands for appraisalappraisal of any Company Share, attempted withdrawals of such demands, demands and any other documents or instruments served pursuant to applicable Law that are the DGCL and received by the Company relating to Stockholdersstockholders’ rights of appraisalappraisal in accordance with the provisions of Section 262 of the DGCL, and, at Parent’s expense, Parent and the SPAC shall have the opportunity and right to direct participate in all negotiations and proceedings with respect to demands for appraisal by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the Companyall such demands. The Company shall not, except with the prior written consent of Parentthe SPAC (prior to the Closing) (such consent not to be unreasonably withheld, conditioned or delayed), make any payment or deliver any consideration (including Company Shares or SPAC New Common Shares) with respect to, settle, or offer or agree to any demands for appraisalsettle, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, Any holder of shares of IRBC Common Stock that are issued who perfects his dissenters’ rights of appraisal in accordance with and outstanding immediately prior to the Effective Time and which are held as contemplated by a Stockholder who did not vote in favor Section 607.1320 of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares FBCA (the “Dissenting SharesDissenter Provisions”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Stockholders”) shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration, but instead such holder shall be entitled to receive the value of such consideration shares in cash as may be determined to be due pursuant to such Dissenting Stockholder pursuant provision of Law; provided, however, that no such payment shall be made to Section 262 of the DGCL, any dissenting stockholder unless and until such holder dissenting stockholder has complied with the applicable provisions of the FBCA and surrendered to the Surviving Corporation the certificate or certificates representing the shares for which payment is being made; provided, further, nothing contained in this Section 3.4 shall have failed in any way limit the right of ANB to perfect or shall have effectively withdrawn or lost its right terminate this Agreement and abandon the Merger pursuant to appraisal under the DGCLsubsection 10.1(i) below. If any Dissenting Stockholder shall dissenting stockholder gives notice to IRBC, IRBC will promptly give ANB notice thereof, and ANB will have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration for each such share, participate in accordance with Section 3.1, without interest. The Company shall give Parent prompt notice and a copy of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Stockholders’ rights of appraisal, and, at Parent’s expense, Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the Companysuch demands. The Company shall IRBC will not, except with the prior written consent of ParentANB, voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle settle, any such demands demand for payment. In the event that after the Effective Time a dissenting stockholder of IRBC fails to perfect, or approve any withdrawal effectively withdraws or loses, his right to appraisal and of any payment for his shares, the Surviving Corporation shall issue and deliver the consideration to which such demandsholder of shares of IRBC Common Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares of IRBC Common Stock held by him.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Seller Common Stock that are and Seller Preferred Stock issued and outstanding immediately prior to the Effective Time Closing and which are held by a Stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is any holder entitled to appraisal rights pursuant to the DGCL who, on a timely basis, makes and perfects a demand and properly demands for appraisal of such shares (in accordance with all requirements and provisions of the “Dissenting Shares”) pursuant toDGCL, and who complies in all respects withdoes not effectively withdraw or lose the right to such appraisal (collectively, the provisions of Section 262 of the DGCL (the “Dissenting Stockholders”) "DISSENTING SHARES"), shall not be converted into or be exchangeable for the right to receive Purchaser Consideration as described in Section 3.1, but shall, from and after the Effective Time, represent only the right to receive the Per Share Merger Consideration, but instead such holder shall be entitled to receive such consideration as may be determined to be due to such the holder with respect to the Dissenting Stockholder Shares pursuant to Section 262 the DGCL; PROVIDED, HOWEVER, that Dissenting Shares held by any stockholder who, after the Effective Time, withdraws his demand for appraisal or loses his right of appraisal with respect to the shares, in either case pursuant to the DGCL, unless and until such holder shall be deemed to have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receiveconverted, as of the Effective Time, into the Per Share Merger right to receive Purchaser Consideration for each such share, as described in accordance with Section 3.1, without interest. The Company Seller shall give Parent to the Purchaser (i) prompt notice and a copy of any written demands for appraisal, attempted withdrawals of such demands, demands for appraisal and any other similar instruments served pursuant to applicable Law that are the DGCL received by the Company relating to Stockholders’ rights of appraisal, and, at Parent’s expense, Parent shall have Seller and (ii) the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the Company. The Company shall Seller will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parentthe Purchaser, make any payment with respect to any demands for appraisal, settle or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares Any holder of Common Stock that are Tonner Shares issued and outstanding immediately prior to the Effective Time and Time, with respect to which appraisal rights, if any, are held available by a Stockholder reason of the Merger pursuant to the NYBCL, who did has not vote voted in favor of the Merger (or consent consented thereto in writing) writing and who is entitled to demand and properly demands appraisal complies with the requirements of such shares the NYBCL (the “Tonner Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Stockholders”) shall not be converted into or be exchangeable for the right entitled to receive the Per Share Merger Considerationany Parent Shares pursuant to this Article II, but instead unless such holder (the “Tonner Dissenting Stockholder(s)”) fails to perfect, effectively withdraws or loses its appraisal rights under the NYBCL. Each Tonner Dissenting Stockholder shall be entitled to receive only such consideration rights as may be determined to be due to such are granted under the NYBCL, if any. If any Tonner Dissenting Stockholder pursuant fails to Section 262 of perfect, effectively withdraws or loses such appraisal rights under the DGCLNYBCL, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any no longer be deemed a Tonner Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, and such holder’s shares of Common Stock Tonner Dissenting Shares shall thereupon be treated as if they had deemed to have been converted into and become exchangeable for the right to receive, as of the Effective Time, Time into the Per Share Merger Consideration for each right to receive that number of Parent Shares to which such shareTonner Shares are entitled pursuant to this Article II, in accordance with Section 3.1, each case without interest. The Company Prior to the Effective Time, Tonner shall give Parent prompt notice and a copy of any written demands for appraisalappraisal pursuant to the NYBCL received by Tonner, attempted withdrawals of any such demands, written demands and any other documents or instruments served pursuant to applicable Law that are received by Tonner in connection therewith. Prior to the Company relating to Stockholders’ rights of appraisalEffective Time, and, at Parent’s expense, Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the Company. The Company Tonner shall not, except with the prior written consent of Parent, which consent shall not unreasonably be withheld or delayed, make any payment with respect to any demands for appraisalto, 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 Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a Stockholder holder who did has not vote voted in favor of the Merger (or consent consented thereto in writing) writing and who is entitled to demand and properly demands has demanded appraisal of for such shares (the “Dissenting Shares”) pursuant to, and who complies Company Common Shares in all respects with, the provisions of accordance with Section 262 of the DGCL (the “Dissenting StockholdersShares”) shall not be converted into a right to receive the Merger Consideration and will be paid for by the Surviving Corporation in accordance with Section 262 of the DGCL; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal and payment under the DGCL, the right of such holder to such appraisal of its Company Common Shares shall cease, and such Company Common Shares shall be exchangeable for deemed converted as of the Effective Time into the right to receive the Per Share Merger Consideration, but instead such holder shall be entitled to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration for each such share, as provided in accordance with Section 3.1, without interestthis Article 3. The Company shall give Parent prompt notice and a copy of any written demands (or purported demands) for appraisalappraisal received by the Company, attempted withdrawals of such demands, and any other related instruments served pursuant to applicable Law that are Section 262 of the DGCL and received by the Company. The Company relating to Stockholders’ rights of appraisal, and, at Parent’s expense, shall allow Parent shall have the opportunity and right to direct participate in all negotiations and proceedings with respect to demands for appraisal by Stockholders appraisals under the DGCL, so long as Parent does not create any pre-Closing obligations of DGCL and the Company. The Company shall not, except with the Parent’s prior written consent of Parentconsent, (i) voluntarily make any payment with respect to any demands for appraisalappraisal for Dissenting Shares, (ii) offer to settle settle, or settle any such demands or approve any withdrawal of settle, any such demands, (iii) waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL, or (iv) agree to do any of the foregoing.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by a Stockholder who did not vote in favor of the Merger (or consent thereto in writing) and any Person who is entitled to demand and properly demands appraisal of such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Stockholders”) shall not be converted into or be exchangeable for the right to receive such Persons’ portions of the Per Share Merger Consideration, but instead rather the holders of such holder Dissenting Shares shall be entitled to receive such consideration as may be determined to be due to payment by the Surviving Corporation of the “fair value” of such Dissenting Stockholder pursuant Shares in accordance with Section 262 of the DGCL; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL, unless and until then the right of such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under be paid the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, fair value of such holder’s shares of Common Stock Dissenting Shares shall thereupon cease and such Dissenting Shares shall be treated as if they had deemed to have been converted into and become exchangeable for the right to receive, as of the Effective TimeTime into, and to have become exchangeable solely for, the Per Share right to receive the Merger Consideration (for each the avoidance of doubt, without any interest thereon), upon proper delivery to the Exchange Agent of such sharePerson’s Certificates (or affidavit of loss, in accordance with Section 3.1lieu thereof, without interestin the form required by the Exchange Agent) or an “agent’s message,” as applicable (including, for the avoidance of doubt, any documents or agreements required by the Exchange Agent). The Company shall give Parent provide prompt notice and a copy to SPAC of any written demands received by the Company for appraisalappraisal of any shares of Company Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are Section 262 of the DGCL received by the Company relating to Stockholders’ rights of appraisalCompany. To the extent permitted by applicable Law, and, at Parent’s expense, Parent SPAC shall have the opportunity to participate with the Company in any and right to direct all negotiations and proceedings with respect to demands for appraisal by Stockholders under such demands. Prior to the DGCLEffective Time, so long as Parent does not create any pre-Closing obligations of neither the Company. The Company shall notnor SPAC shall, except with without the prior written consent of Parentthe other party, voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle settle, any such demands or approve applications, waive any withdrawal failure to timely deliver a written demand for appraisal, or agree to do any of any such demandsthe foregoing.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Common Stock any Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a Stockholder any stockholder of the Company who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands demands, exercises and perfects his or her demand for appraisal of such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of to Section 262 of the DGCL (the “Dissenting StockholdersShares”) shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration, but instead such holder shall be entitled to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost its such holder’s right to appraisal under the DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL and shall be entitled to receive consideration thereunder. If any Dissenting Stockholder shall have failed such holder fails to perfect or shall have effectively withdrawn withdraws or lost loses any such rightright to appraisal, each such holder’s shares Share of Common Stock such holder shall thereupon be treated as if they had been converted into and become exchangeable only for the right to receive, as of the later of the Effective TimeTime and the time that such right to appraisal has been irrevocably lost, withdrawn or expired, the Per Share Merger Consideration for each such share, in accordance with Section 3.1, without interest2.3. The Company shall give Parent Purchaser (i) prompt notice and a copy of any written demands for appraisal, attempted appraisal of Dissenting Shares or withdrawals of such demands, and any other instruments served pursuant to applicable Law that are demands received by the Company relating pursuant to Stockholders’ rights of appraisal, and, at Parent’s expense, Parent shall have the DGCL and (ii) the opportunity and right to direct participate in all negotiations and proceedings with respect to demands by Dissenting Stockholders for appraisal by Stockholders of Dissenting Shares under the DGCL, so long as Parent does not create any pre-Closing obligations of the Company. The Company shall not, except Except with the prior written consent of Parentthe Purchaser, prior to the Effective Time, the Company shall not make any payment with respect to any demands for appraisal, appraisal of Dissenting Shares or offer to settle or settle any such demands or approve any withdrawal of otherwise negotiate any such demands.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, Any holder of shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a Stockholder who did has not vote voted in favor of the Merger (or consent consented thereto in writing) writing and who is entitled to demand perfects such holder’s appraisal rights, if applicable and properly demands appraisal of such shares (the “Dissenting Shares”) pursuant toavailable, in accordance with and who complies in all respects with, the provisions of as contemplated by Section 262 of the DGCL (the “Dissenting StockholdersShares”) shall not be converted into or be exchangeable for the right entitled to receive the Per Share Merger Consideration, Consideration but instead such holder shall be entitled to receive such consideration as may be determined to be due only to such Dissenting Stockholder pursuant to rights as provided by Section 262 of the DGCL, if any. No payment shall be made to any dissenting stockholder unless and until such holder shall have failed dissenting stockholder has complied with the applicable provisions of the DGCL and surrendered to perfect the Company the certificate or shall have effectively withdrawn or lost its right to appraisal under certificates representing the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such rightshares for which payment is being made; provided, such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receivethat, as of at the Effective Time, all Dissenting Shares shall no longer be outstanding and shall automatically be canceled and cease to exist and the Per Share Merger Consideration holder of such Dissenting Shares shall cease to have any rights with respect to such Dissenting Shares, except as set forth in this Section 3.3 or as otherwise provided in the DGCL. In the event that after the Effective Time a dissenting stockholder of the Company fails to perfect, or effectively withdraws or loses, such dissenting stockholder’s right to appraisal of and payment for each such sharedissenting stockholder’s shares, in accordance with Section 3.1, the Surviving Corporation shall issue and deliver the consideration to which such holder of shares of Company Common Stock is entitled under this Article III (without interest) upon surrender by such holder of the certificate or certificates representing the shares of Company Common Stock held by such holder. The Company shall give Parent prompt notice and a copy of any written demands received by the Company for appraisalappraisal of shares of Company Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law the DGCL that are received by the Company relating to Stockholders’ rights for appraisal of appraisalany shares of Company Common Stock, and, at Parent’s expense, and Parent shall have the opportunity and right to direct participate in and control all negotiations and proceedings with respect to demands for appraisal by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the Companysuch demands. The Company shall not, except Except with the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisalto, or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands.

Dissenting Stockholders. (a) Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a Stockholder person (a “Dissenting Stockholder”) who did has not vote in favor of the Merger (or consent thereto in writing) voted to adopt this Agreement and who is entitled to demand and properly demands appraisal of for such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of accordance with Section 262 of the DGCL (the “Dissenting StockholdersShares”) shall not be converted as described in Section 1.4, but shall, as of the Effective Time, be converted into or be exchangeable for the right to receive the Per Share Merger Consideration, but instead such holder shall be entitled to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL, unless and until such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost its otherwise loses his right to appraisal under appraisal. If, after the DGCL. If any Effective Time, such Dissenting Stockholder shall have failed fails to perfect or withdraws or loses his right to appraisal, such Dissenting Stockholder’s shares of Common Stock shall have effectively withdrawn or lost such right, no longer be considered Dissenting Shares for the purposes of this Agreement and such holder’s shares of Common Stock shall thereupon be treated as if they had deemed to have been converted into and become exchangeable for the right to receiveconverted, as of at the Effective Time, as described in Section 1.4, and such holder shall not be entitled to any interest thereon. Notwithstanding anything to the Per Share Merger Consideration for each contrary contained in this Section 1.9, if the Agreement is terminated prior to the Effective Time, then the right of any Dissenting Stockholder to be paid the fair market value of such share, in accordance with holder’s Dissenting Shares pursuant to Section 3.1, without interest. 262 of the DGCL shall cease. (b) The Company shall give Parent and MergerCo (i) prompt notice and a copy of any written demands for appraisalappraisal of shares of Common Stock, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company relating to Stockholders’ rights of appraisalCompany, and, at Parent’s expense, Parent shall have and (ii) the opportunity and right to direct participate in all negotiations and proceedings with respect to demands for appraisal by Stockholders under any such demands, and the DGCL, so long as Parent does not create any pre-Closing obligations of the Company. The Company shall not, except with without the prior written consent of Parent, such consent not to be unreasonably withheld, make any payment with respect to any demands for appraisalto, or settle, offer to settle or settle any such demands or approve any withdrawal of otherwise negotiate, any such demands.

Dissenting Stockholders. Notwithstanding anything in Each Owner agrees not to seek or assert any dissenter's or appraisal rights, or any similar rights, to which such Owner would otherwise be entitled, and each Owner acknowledges and agrees that, upon the approval of this Agreement and the transactions contemplated hereby (including the Merger) by the holders of more than fifty percent (50%) of the outstanding shares of fully diluted Company Common Stock pursuant to the contraryVoting Agreement, shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a Stockholder who did not vote Merger will constitute an Approved Sale (as defined in favor Section 3(a) of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares Stockholders Agreement, dated June 19, 1995 (the “Dissenting Shares”) pursuant to"Stockholders Agreement"), among the Company, the Stockholders and holders of options and warrants to purchase capital stock of the Company), and who complies pursuant to such Section 3(a) of the Stockholders Agreement, all Stockholders shall have thereupon consented to this Agreement and the transactions contemplated hereby and waived any appraisal, dissenters' or similar rights that they might otherwise have had in all respects withrespect of the transactions contemplated by this Agreement, including the Merger. If notwithstanding the provisions of such Section 262 3(a) of the Stockholders Agreement any Stockholder (other than an Owner) shall exercise and successfully perfect (as determined by a court of competent jurisdiction) dissenter's or appraisal rights under the DGCL (the “any such Stockholder being hereinafter referred to as a "Dissenting Stockholders”) shall not be converted into or be exchangeable for the right to receive the Per Share Merger ConsiderationStockholder"), but instead then such holder Dissenting Stockholder shall be entitled to receive the value of his, her or its shares of capital stock of the Company in cash as determined pursuant to the DGCL; provided that no such consideration as may payment shall be determined made to be due to any such Dissenting Stockholder pursuant to Section 262 of the DGCL, unless and until such holder shall have failed Dissenting Stockholder has complied with all applicable provisions of the DGCL and surrendered to perfect the Company all certificates representing the shares for which such payment is being sought. In the event that after the Closing a Dissenting Stockholder withdraws or shall have effectively withdrawn loses his, her or lost its right rights to appraisal under the DGCL. If any Dissenting Stockholder and payment for his, her or its shares, RCG shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into issue and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration for each such share, deliver in accordance with Section 3.1, 4.1 of this Agreement the consideration to which such Stockholder is entitled under Article 3 (without interest) upon surrender by such Stockholder of all certificates representing all shares of Company capital stock held by such Stockholder. The Company shall give Parent prompt notice parties acknowledge and a copy agree that the aggregate numbers of any written demands for appraisal, attempted withdrawals of such demandsClosing Date Shares and Adjusted Closing Date Shares will be determined as if there will be no Dissenting Stockholders, and any other instruments served pursuant all shares of RCG Common Stock that would otherwise be issuable under this Agreement to applicable Law that are received a Dissenting Stockholder will be retained by the Company relating RCG, unless such Dissenting Stockholder withdraws or loses his, her or its rights to Stockholders’ rights of appraisalappraisal and payment for his, and, at Parent’s expense, Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the Company. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal, offer to settle her or settle any such demands or approve any withdrawal of any such demandsits shares.

Dissenting Stockholders. (a) Notwithstanding anything in this Agreement to the contrary, if Section 262 of the Delaware Law shall be applicable to the Merger, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a Stockholder stockholders who did have not vote voted such shares in favor of the Merger (or consent thereto in writing) and Merger, who is entitled shall have delivered, prior to any vote on the Merger, a written demand and properly demands for appraisal of for such shares (in the “Dissenting Shares”) pursuant to, and who complies manner provided in all respects with, the provisions of Section 262 of the DGCL Delaware Law and who, as of the Effective Time, shall not have effectively withdrawn or lost such right to dissenters' rights (the “"Dissenting Stockholders”Shares") shall not be converted into or be exchangeable for the represent a right to receive the Per Share Merger ConsiderationConsideration pursuant to Section 2.01 of this Agreement, but instead such holder the holders thereof shall be entitled to receive such consideration as may be determined to be due only to such rights as are granted by Section 262 of the Delaware Law. Each holder of Dissenting Stockholder Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCLDelaware Law shall receive payment therefor from the Surviving Corporation in accordance with the Delaware Law; provided, unless and until however, that if such holder shall have failed to perfect or of Dissenting Shares shall have effectively withdrawn such holder's demand for appraisal of such shares or lost its such holder's right to appraisal and payment of such shares under Section 262 of the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such rightDelaware Law, such holder’s holder shall forfeit the right to appraisal of such shares of Common Stock and each such share shall thereupon be treated as if they had deemed to have been converted into and become exchangeable for the right to receiveconverted, as of the Effective Time, into and represent only the Per Share right to receive payment from the Surviving Corporation of the Merger Consideration for each such shareConsideration, as provided in accordance with Section 3.1, without interest. 2.01 of this Agreement. (b) The Company shall give Parent Acquiror (i) prompt notice and a copy of any written demands demand for appraisal, attempted withdrawals any withdrawal of any such demands, demand for appraisal and any other instruments instrument served pursuant to applicable Section 262 of the Delaware Law that are received by the Company relating to Stockholders’ rights of appraisalCompany, and, at Parent’s expense, Parent shall have and (ii) the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations such Section 262 of the CompanyDelaware Law. The Company shall not, except with the prior written consent of ParentAcquiror, voluntarily make any payment with respect to any demands demand for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demandsdemand.

Dissenting Stockholders. (a) Notwithstanding anything in this Agreement to the contrary, but only in the circumstances and to the extent provided by the DGCL, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by a Stockholder Company stockholders who did not vote such shares in favor of the Merger (or consent thereto in writing) and who is shall have properly and timely delivered to Company, as the case may be, a written demand for appraisal of their shares of the Company Common Stock in accordance with Section 262 of the DGCL ("Dissenting Shares") shall not be converted into the right to receive, or be exchangeable for, the Cash Merger Consideration. Instead, the holders thereof shall be entitled to demand and properly demands appraisal payment of the fair value of such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, accordance with the provisions of Section 262 of the DGCL DGCL; provided, however, that (i) if any holder of Dissenting Shares shall subsequently withdraw its demand for payment of the “Dissenting Stockholders”) shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration, but instead such holder shall be entitled to receive such consideration as may be determined to be due to fair value of such Dissenting Stockholder pursuant Shares, or (ii) if any holder fails to establish and perfect its entitlement to the relief provided in Section 262 of the DGCL, unless the rights and until obligations of such holder to receive such fair value shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any terminate, and such Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Common Stock Shares shall thereupon be treated as if they had deemed to have been converted into and become exchangeable for the right to receive, and to have become exchangeable for, as of the Effective Time, the Per Share Cash Merger Consideration for each such share, in accordance with Section 3.13.2 hereof. (b) Within three (3) days prior to the Effective Time, without interest. The Company shall give Parent prompt notice and a copy of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by Company for appraisal of Dissenting Shares. Prior to the Closing, Company relating to Stockholders’ rights of appraisal, and, at Parent’s expense, Parent shall have the opportunity and right to direct control all negotiations and proceedings with respect to such demands for appraisal and on and after the Closing, Parent shall exercise such control. Parent shall promptly pay to any holder of Dissenting Shares any and all amounts due and owing to such holder as a result of any settlement or determination by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations Court of Chancery of the Company. The Company shall not, except with the prior written consent State of Parent, make any payment Delaware with respect to any demands for appraisalsuch demands. If, offer to settle or settle any such demands or approve any withdrawal as a result of any such demandssettlement or determination (i) any Company stockholder is entitled to receive as payment for its Dissenting Shares an amount per share that exceeds the Accredited Merger Consideration or the Non-Accredited Merger Consideration, as the case may be (the aggregate amount of such excess for all Dissenting Shares the "Appraisal Reduction Amount"), then the Appraisal Reduction Amount shall be deducted from the ITC Operations Fund or the InterCall Fund, as Parent may determine in its sole discretion, in accordance with the Escrow Agreement, or (ii) any Company stockholder is entitled to receive an amount per share that is less than the amount of the Accredited Merger Consideration or the Non-Accredited Merger Consideration, as the case may be (the aggregate amount of such deficiency for all Dissenting Shares, the "Appraisal Addition Amount"), then Parent shall promptly deposit with the Escrow Agent the Appraisal Addition Amount, with such amount to be treated as interest is treated on the Escrow Deposits in accordance with the terms of the Escrow Agreement. Company shall comply with the notice provisions of Section 262 of the DGCL. (c) All of the costs and expenses incurred by the Parties in connection with this Section 3.7 (but excluding the amounts due and owing to the holders of Dissenting Shares under Section 3.7(b)) shall be paid by Company in cash prior to the Closing Date and thereafter shall be deducted from the ITC Operations Fund or the InterCall Fund, as Parent may determine in its sole discretion.

Dissenting Stockholders. 2.9.1 Notwithstanding anything in this Agreement to the contrary, any shares of Common Company Capital Stock that are issued and outstanding immediately prior to the Effective Time eligible under the DGCL to exercise appraisal or dissenters’ rights and which are held by a Stockholder holder, if any, who did has not vote voted in favor of the Merger (or consent consented thereto in writing) writing and who is entitled to demand has exercised and properly demands perfected appraisal of or dissenters’ rights for such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of accordance with Section 262 of the DGCL and has not effectively withdrawn or lost such appraisal or dissenters’ rights (collectively, the “Dissenting StockholdersShares”) shall not be converted into or represent the right to consideration for Company Capital Stock set forth in Section 2.6.6, and the holder or holders of such shares shall be exchangeable for entitled only to such rights as may be granted to such holder or holders in Section 262 of the DGCL. 2.9.2 Notwithstanding the provisions of Section 2.9.1, if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights and dissenters’ rights under Section 262 of the DGCL, then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive the Per Share Merger Considerationconsideration for such shares pursuant to Section 2.6.6, but instead without interest, less their portion of the Escrow Amount, as set forth in Schedule 2.6.7, upon surrender of the certificate representing such holder shares. 2.9.3 The Company shall be entitled to receive such consideration as may be determined to be due to such Dissenting Stockholder (i) comply with the requirements of Section 262 of the DGCL, (ii) give Buyer prompt notice of any written demand received by Company pursuant to Section 262 of the DGCL, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration for each such share, in accordance with Section 3.1, without interest. The Company shall give Parent prompt notice and a copy of any written demands for appraisal, attempted withdrawals of such demands, and provide copies of any other documents or instruments served pursuant to applicable Law that are the DGCL and received by the Company relating to Stockholders’ rights of appraisal, and, at Parent’s expense, Parent shall have and (iii) give Buyer the opportunity and right to direct participate in all negotiations and proceedings with respect to demands for appraisal by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the Companysuch demands. The Company shall not, except with the prior written consent of Parent, not make any payment or settlement offer prior to the Effective Time with respect to any demands such demand unless Buyer shall have consented in writing to such payment or settlement offer. 2.9.4 Any amount paid by Buyer or the Surviving Corporation to any Person with respect to Dissenting Shares pursuant to Section 262 of the DGCL in excess of the amount that would otherwise be payable pursuant to Section 2.6.6 hereof for appraisaleach such Dissenting Share (such amount, offer unless determined in a final, non- appealable judgment of a court, being subject to settle the written approval of the Stockholder Representative, which approval shall not be unreasonably withheld, conditioned or settle any delayed), and all interest, costs, expenses and fees as incurred by Buyer or the Surviving Corporation in connection with the exercise of all rights under Section 262 of the DGCL, shall constitute “Losses” for purposes of this Agreement, and Buyer and the Surviving Corporation, as the case may be, shall be entitled to recover such demands or approve any withdrawal Losses as provided in Section 12 of any this Agreement, provided that such demandsLosses shall not be subject to the Threshold.

Dissenting Stockholders. (a) Notwithstanding anything in this Agreement to the contrarycontrary contained herein, shares of Common Target Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a Stockholder the Holders who did shall not vote have voted in favor of the Merger (or consent consented thereto in writing) writing and who is entitled to demand and shall have demanded properly demands in writing appraisal of for such shares of Target Stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) pursuant toshall not be converted into, and who complies or represent the right to receive, any portion of the Merger Consideration as set forth in all respects with, Section 3.1. Such Holders of Dissenting Shares shall be entitled to receive payment of the appraisal value of such Dissenting Shares held by them in accordance with the provisions of Section 262 of the DGCL DGCL; provided that, if any Holder of Dissenting Shares (the a “Dissenting StockholdersStockholder”) shall not effectively withdraw or lose (through failure to perfect or otherwise) such Holder’s dissenters’ rights under the DGCL, then, as of the later of the Effective Time and the occurrence of such event, such Dissenting Shares shall automatically be converted into or be exchangeable for cancelled, extinguished and represent only the right to receive the Per Share Merger Consideration, but instead such holder shall be entitled to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 that portion of the DGCL, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration for each such share, as set forth in accordance with Section 3.1, without interest. The Company interest or dividends thereon, upon surrender of the certificate representing such shares. (b) Target shall give Parent Acquiror (i) prompt written notice and a copy of any written demands demand for appraisal, attempted withdrawals of such demands, appraisal received by Target pursuant to the DGCL and any other instruments notice or instrument served pursuant to applicable Law that are received by the Company relating to Stockholdersin connection with such dissenters’ rights of appraisalrights, and, at Parent’s expense, Parent shall have and (ii) the opportunity and right to direct participate in all negotiations and proceedings with respect to demands for appraisal by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the Companysuch demands. The Company shall not, except Except with the prior written consent of ParentAcquiror, Target shall not make any payment with respect to, or settle or offer to settle, any demands such demand for appraisal. (c) To the extent that Acquiror, offer to settle Target or settle the Surviving Corporation (i) makes any such demands payment or approve any withdrawal payments in respect of any Dissenting Shares in excess of the Merger Consideration that otherwise would have been payable in respect of such demands.Dissenting Shares in accordance with this Agreement or (ii) incurs any other costs or expenses (including specifically, but without limitation, attorneys’ fees, costs and expenses in connection with any action or proceeding or in connection with any investigation) in respect of any Dissenting Shares (together, “Dissenting Share Payments”), Acquiror shall be reimbursed the amount of such Dissenting Share Payment from the Escrow Fund in accordance with Article X.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Common Stock Company Shares (the “Dissenting Shares”) that are issued and outstanding immediately prior to the Effective Time and which are held by a Stockholder Company Stockholders who did have not vote voted in favor of the Merger (or consent Merger, consented thereto in writing) writing or otherwise contractually waived their rights to appraisal and who is entitled to demand and properly demands appraisal have complied with all of such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the relevant provisions of Section 262 of the DGCL with respect thereto (the “Dissenting Stockholders”) shall not be converted into or be exchangeable for the right to receive the Applicable Per Share Merger Consideration, but instead such holder shall be entitled to receive such consideration Consideration (as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 reduced at the Closing by the Per Share Portion of the DGCL, Escrow Amount and the Representative Holdback Amount) unless and until such holder Company Stockholders shall have failed to perfect or shall have effectively withdrawn or lost its right their rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of At the Effective Time, the Per Share Merger Consideration for Dissenting Shares, if any, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such share, shares in accordance with Section 3.1, without interestthe relevant provisions of the DGCL. The Company shall give Parent (i) prompt notice and a copy of any written demands for appraisalappraisal of any Company 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 relating to Stockholdersstockholders’ rights of appraisal, and, at Parent’s expense, Parent shall have and (ii) the opportunity and right to direct participate in all negotiations and proceedings with respect to demands for appraisal by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of . Neither the Company. The Company shall notnor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle settle, any such demands demand for payment. If any Dissenting Stockholder shall fail to perfect or approve any withdrawal shall have effectively withdrawn or lost the right to dissent, then as of any the occurrence of such demandsevent, such holder’s Dissenting Shares shall cease to be Dissenting Shares and as of the Effective Time shall be converted into and represent the right to receive the Applicable Per Share Merger Consideration (as reduced at the Closing by the Per Share Portion of the Escrow Amount and the Representative Holdback Amount) in accordance with Section 3.01 and Section 3.04.