Common use of Dissenters’ Rights Clause in Contracts

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant to section 238 of the Cayman Companies Law shall be entitled to receive the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, in the manner provided in Section 2.01(c), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ rights of dissent and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meeting.

Dissenters’ Rights. No Person If holders of TARGET Capital Stock are ------------------- entitled to dissenters' rights in connection with the Merger under the NBCA, any shares of TARGET Capital Stock ("Dissenting Shares") held by persons who has validly exercised such Person’s dissenting have ----------------- complied with all requirements for perfecting dissenter's rights pursuant to section 238 of under the Cayman Companies Law NBCA ("Dissenting Stockholders") shall not be entitled converted into or represent the right ------------------------ to receive the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share but shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration for, as of the Effective Time, converted into the right to receive the Merger Consideration, without interest thereon, in the manner provided in Section 2.01(c), and Parent shall promptly deposit or cause such consideration as may be determined to be deposited due with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable respect to such shareholdersDissenting Shares pursuant to the NBCA. The Company TARGET shall promptly give Parent (i) copies PARENT prompt notice of notices any demand received by TARGET for appraisal of objectionshares of TARGET Capital Stock, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the NBCA and received by TARGET with respect to Dissenting Shares, and PARENT shall have the Company relating right to Company shareholders’ rights of dissent and (ii) the opportunity to direct or approve participate in all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Lawsuch demand. The Company shall notTARGET agrees that, except with the prior written consent of ParentPARENT, it will not voluntarily 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. In the event that any written notices of objection Each Dissenting Stockholder who, pursuant to the Merger are served by any shareholders provisions of the Company NBCA, becomes entitled to payment of the fair value of shares of TARGET Capital Stock shall receive payment therefore (but only after the value therefore shall have been agreed upon or finally determined pursuant to section 238(2such provisions). If, after the Effective Time, any Dissenting Stockholder shall effectively withdraw or lose (through failure to perfect or otherwise) its dissenter's rights under the NBCA, then, as of the Cayman Companies Law, the Company shall serve written notice later of the authorization Effective Time or the occurrence of such event, such Dissenting Stockholder's shares of TARGET Capital Stock shall automatically be converted into the right to receive the appropriate Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meeting.Shares as set forth in Section 3.1 above. ------------

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting their rights to dissent from the Merger pursuant to section Section 238 of the Cayman Companies Law shall be entitled to receive the Per Share Merger Consideration as provided in Section 2.01(c) or Per ADS Merger Consideration with respect to Company the Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights to dissent from the Merger under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share Shareholder shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section Section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Shares owned by such Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, in the manner provided in Section 2.01(c), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholdersShareholder. The Company shall promptly give Parent (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, appraisal and any other instruments served pursuant to applicable the Cayman Companies Law that are received by the Company relating to Company its shareholders’ rights of to dissent from the Merger and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to the exercise of any rights to dissent from the Merger or any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders shareholder of the Company pursuant to section Section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization and approval of this Agreement, the Plan of Merger and the Transactions on such shareholders pursuant to section Section 238(4) of the Cayman Companies Law within twenty (20) 20 days of obtaining the Required Company Shareholder Approval Vote at the Company Shareholders Shareholders’ Meeting.

Dissenters’ Rights. No Person Notwithstanding any provision of this Agreement to the contrary, shares of CPT Common Stock which are issued and outstanding immediately prior to the Effective Time and which are held by holders who has validly exercised such Person’s dissenting rights pursuant to section 238 shall have complied with the provisions of Section 262 of the Cayman Companies Law DGCL (the “Dissenting Shares”) shall not be converted into or represent a right to receive the applicable CPT Exchange Ratio, and holders of such Dissenting Shares shall be entitled to receive payment of the Merger Consideration as provided fair value of such Dissenting Shares in accordance with the provisions of Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) 262 of the DGCL, unless and until the applicable holder fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses such Person shall have effectively withdrawn its dissent or lost holder’s rights to receive payment of the fair value of such Personholder’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 under Section 262 of the Cayman Companies Law with respect to any Dissenting SharesDGCL. If, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration for, as of after the Effective Time, any such holder fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or loses such right, such Dissenting Shares shall thereupon be treated as if they had been converted at the CPT Effective Time into the right to receive the Merger Consideration, without interest thereon, applicable CPT Exchange Ratio and the Parent shall remain liable for payment of the CPT Exchange Ratio with respect to such Dissenting Shares. Notwithstanding anything to the contrary contained in the manner provided in this Section 2.01(c3.1(d), and Parent shall promptly deposit or cause if this Agreement is terminated prior to the Effective Time, then the right of any holder of CPT Common Stock to be deposited with paid the Paying Agent any additional funds necessary fair value of such holder’s Dissenting Shares pursuant to pay in full Section 262 of the Merger Consideration so due and payable to such shareholdersDGCL shall cease. The Company CPT shall promptly give Parent (i) copies notice of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals appraisal of such demandsCPT Common Stock received by CPT under Section 262 of the DGCL, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ rights of dissent and (ii) shall give Parent the opportunity to direct or approve participate in all offers, negotiations and proceedings Proceedings with respect to any demand for appraisal under the Cayman Companies Lawthereto. The Company CPT shall not, except with the prior written consent of ParentParent and Inuvo, voluntarily (i) make any payment with respect to any such demands for appraisal, appraisal or (ii) offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meeting.

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant Notwithstanding any provision of this Agreement to section 238 of the Cayman Companies Law shall be entitled contrary and to receive the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights extent available under the Cayman Companies Law. If a holder of , Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares Shareholders shall not be entitled to receive the Per Share Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section Section 238 of the Cayman Companies Law with respect to their sharesShares; provided, however, that all Dissenting Shares held by shareholders Dissenting Shareholders who shall have failed to exercise or have effectively withdrawn or lost their dissenting dissenter’s rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration and converted into, and to have become exchanged for, as of the Effective Time, the right to receive the Per Share Merger Consideration, without interest thereon, in the manner provided in Section 2.01(c3.02(c), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (i) copies prompt notice of notices any notice of objection, notices notice of dissent, any written dissent or demands for appraisal, attempted withdrawals of such demands, notices or demands and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholdersits Dissenting Shareholders’ rights of dissent and (ii) the opportunity to direct or and/or approve all offers, negotiations and proceedings with respect to any such notice or demand for appraisal under the Cayman Companies Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section Section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section Section 238(4) of the Cayman Companies Law within twenty two (202) days of obtaining the Company Shareholder Approval at the Company Shareholders Shareholders’ Meeting.

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant to section 238 of the Cayman Companies Law Dissenting Shareholder shall be entitled to receive the Merger Consideration as provided shares of New KC Series A Common Stock or cash in lieu of fractional shares thereof or any distributions pursuant to this Article II or Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) 4.1 unless and until such Person the holder thereof shall have failed to perfect or shall have effectively withdrawn its dissent or lost such Person’s dissenting rights holder's right to dissent from the KCPL Merger under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to MGBCL, and any Dissenting Shares, such Company Shares Shareholder shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 provided by Section 351.455 of the Cayman Companies Law MGBCL with respect to their shares; provided, however, that all shares of KCPL Common Stock owned by such Dissenting Shares held by shareholders Shareholder. If any Person who otherwise would be deemed a Dissenting Shareholder shall have failed to perfect properly or shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration for, as of the Effective Time, the right to receive dissent with respect to any shares of KCPL Common Stock, such shares of KCPL Common Stock shall thereupon be treated as though such shares of KCPL Common Stock had been converted into shares of New KC Series A Common Stock pursuant to Section 2.4(a) hereof, and, to the Merger Considerationextent such failure, without interest thereonwithdrawal or loss occurs subsequent to the Closing Date, Western Resources and New KC shall issue shares of Western Resources Common Stock and New KC Series A Common Stock in the manner provided in Section 2.01(caccordance with Sections 1.6 and 2.4(a), respectively, of this Agreement. KCPL shall give Western Resources and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent New KC (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are law received by the Company KCPL relating to Company shareholders’ ' rights of dissent appraisal and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies LawMGBCL. The Company KCPL shall not, except with the prior written consent of ParentWestern Resources and New KC, 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. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meeting.

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant Notwithstanding any provision of this Agreement to section 238 the contrary, any shares of the Cayman Companies Law shall be entitled Company Common Stock that are issued and outstanding immediately prior to receive the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders which are held by a holder who has not voted such shares in favor of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares nor consented thereto in writing and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under delivered a written demand for appraisal of such shares in the Cayman Companies Law shall cease to be Dissenting Shares manner provided by the DGCL and shall be deemed to have been cancelled in consideration forwho, as of the Effective Time, shall not have effectively withdrawn or lost such right to appraisal ("Dissenting Shares") shall be entitled to such rights (but only such rights) as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such Dissenting Shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish his entitlement to appraisal rights as provided in Section 262 of the DGCL, (ii) if any such holder of Dissenting Shares shall have effectively withdrawn his demand for appraisal of such shares or lost his right to appraisal and payment for his Shares under Section 262 of DGCL or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262 of the DGCL, such holder shall forfeit the right to receive the Merger Consideration, without interest thereon, appraisal of such Dissenting Shares and each such Dissenting Share shall be converted and exchanged in the manner provided in accordance with Section 2.01(c), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders2.2. The Company shall promptly give Parent theglobe (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisalappraisal of any shares of Company Common Stock, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company relating which relate to Company shareholders’ rights of dissent any such demand for appraisal; and (ii) the opportunity to direct or approve participate in all offers, negotiations and proceedings which take place prior to the Effective Time with respect to any demand demands for appraisal under the Cayman Companies Lawappraisal. The Company shall not, except with the prior written consent of Parenttheglobe, voluntarily make any payment with respect to any demands for appraisal, appraisal of Company Common Stock or offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meeting.

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting their dissenters’ rights in respect of the Merger pursuant to section 238 of the Cayman Companies Law Act (each a “SPAC Dissenting Shareholders”) shall be entitled to receive the Merger Consideration PubCo Ordinary Shares in accordance with Section 3.4(a) and (b), as provided in Section 2.01(c) applicable with respect to Company the SPAC Ordinary Shares owned by such Person (“SPAC Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent withdrawn, waived or lost such Person’s dissenting dissenters’ rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting SharesAct. Each SPAC Dissenting Share Shareholder shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law Act with respect to their shares; providedthe SPAC Dissenting Shares owned by such SPAC Dissenting Shareholder, howeverand the SPAC Dissenting Shares shall be cancelled and cease to exist at the Merger Effective Time. For the avoidance of doubt, that all SPAC Dissenting Shares held by shareholders a SPAC Dissenting Shareholder who shall have not exercised or who effectively shall have withdrawn or lost their dissenting his/her/its dissenter rights under Section 238 of the Cayman Companies Law Act shall cease to thereupon not be SPAC Dissenting Shares and shall be deemed cancelled and cease to have been cancelled in consideration for, as of exist at the Merger Effective Time, in exchange for the right to receive PubCo Ordinary Shares in accordance with Section 3.4(b) If any shareholder of SPAC gives to the Merger ConsiderationSPAC, without interest thereonbefore the SPAC Shareholder Approval is obtained at the SPAC Shareholders’ Meeting, in the manner provided in Section 2.01(c), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ rights of dissent and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section (each, an “Written Objection”) in accordance with Section 238(2) of the Cayman Companies LawAct, SPAC shall, in accordance with Section 238(4) of the Company shall serve Cayman Companies Act, promptly give written notice of the authorization of the Merger on (the “Authorization Notice”) to each such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingSPAC shareholder who has made a Written Objection.

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant to section 238 Under Maryland law, shareholders may not demand the fair value of their shares from the successor company in a transaction involving the transfer of the Cayman Companies Law shall be entitled to receive corporation's assets and are, therefore, bound by the Merger Consideration as provided in Section 2.01(c) terms of the transaction if the stock is that of an open-end investment company registered with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights the SEC under the Cayman Companies Law1940 Act and the value placed on the stock in the transaction is its net asset value. If a holder Neither Delaware law nor the AIMF Declaration confer upon shareholders rights of Dissenting Shares effectively withdraws its dissent appraisal or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Sharesdissenters' rights. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration for, as of the Effective Time, AMENDMENTS TO ORGANIZATION DOCUMENTS IIFI has the right to receive amend, alter, change or repeal any provision xxxxained in the Merger Consideration, without interest thereon, IIFI Articles of Incorporation in the manner provided prescribed by statute, including any amendment that alters the contract rights, as expressly set forth in Section 2.01(c)the IIFI Articles of Incorporation, of any outstanding stock, and Parent shall promptly deposit all rights conferred on shareholders are granted subject to this reservation. The IIFI Board may approve amendments to the IIFI Articles of Incorporation to classify or cause reclassify unissued shares of a class of stock without shareholder approval. Other amendments to the IIFI Articles of Incorporation may be adopted if approved by the affirmative vote of a majority of all the votes entitled to be deposited with cast on the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholdersmatter. The Company shall promptly give Parent (i) copies directors have the power to alter, amend or repeal the IIFI Bylaws or adopt new bylaws at any time. Consistent with Delaware law, the AIMF Board may, without shareholder approval, amend the AIMF Declaration at any time, except to eliminate any voting rights pertaining to the shares of notices AIMF, without 40 approval of objectionthe majority of the shares of AIMF. The trustees have the power to alter, notices amend or repeal the AIMF Bylaws or adopt new bylaws at any time. The foregoing discussion is only a summary of dissentcertain differences between and among the IIFI Articles of Incorporation, any written demands for appraisal, attempted withdrawals of such demandsthe IIFI Bylaws and Maryland law, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ rights AIMF Declaration, AIMF Bylaws and Delaware law. It is not a complete list of dissent and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Lawdifferences. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection Shareholders should refer to the Merger provisions of the governing documents of IIFI and AIMF and state law directly for a more thorough comparison. Copies of the IIFI Articles of Incorporation and IIFI Bylaws, and of the AIMF Declaration and AIMF Bylaws are served by any available to shareholders without charge upon written request to IIFI. THE BOARD'S RECOMMENDATION ON PROPOSAL 5 Your Board, including the independent directors, unanimously recommends that you vote "FOR" this Proposal. PROPOSAL 6 -- APPROVAL OF THE IMSFI PLAN TO REDOMESTICATE INVESCO MANAGER SERIES FUNDS, INC. AS A DELAWARE STATUTORY TRUST WHICH FUNDS' SHAREHOLDERS WILL VOTE ON PROPOSAL 6? Proposal 6 applies only to the shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingINVESCO Multi-Sector Fund.

Dissenters’ Rights. No Person Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time which are held by a shareholder who has validly exercised such Person’s dissenting rights pursuant to section 238 did not vote in favor of the Cayman Companies Law Merger (or consent thereto in writing) and who is entitled to demand and properly demands payment of the fair value of such shares pursuant to, and complies in all respects with, the provisions of Part 13 of the URBCA (the “Dissenting Shareholder Shares”, and each shareholder holding Dissenting Shareholder Shares, a “Dissenting Shareholder”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but instead such Dissenting Shareholder shall be entitled to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to Section 1302 of the Merger Consideration URBCA (and as provided in Section 2.01(c) of the Effective Time, such Dissenting Shareholder Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such Dissenting Shareholder shall cease to have any rights with respect to Company Shares owned by such Person (“Dissenting Shares”) thereto, except the rights set forth in Part 13 of the URBCA), unless and until such Person Dissenting Shareholder shall have effectively withdrawn its dissent failed to perfect or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights to payment under Part 13 of the Cayman Companies Law URBCA. If any Dissenting Shareholder shall cease have failed to perfect or shall have effectively withdrawn or lost such right, such Dissenting Shareholder’s shares of Company Common Stock shall thereupon be Dissenting Shares treated as if they had been converted into and shall be deemed become exchangeable for the right to have been cancelled in consideration forreceive, as of the Effective Time, the right to receive the Merger Consideration, without interest thereonConsideration for each such share of Company Common Stock, in the manner provided in accordance with Section 2.01(c2.1(a), and Parent shall promptly deposit or cause subject to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholdersapplicable withholding Tax. The Company shall promptly give Parent (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisalpayment of the fair value of any shares of Company Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the URBCA and received by the Company relating to Company shareholders’ dissenters’ rights under Part 13 of dissent the URBCA and (ii) the opportunity to participate in and direct or approve all offers, negotiations and proceedings with respect to any demand demands for appraisal payment of fair value under the Cayman Companies LawURBCA. The Company shall not, except with the prior written consent of ParentParent (not to be unreasonably withheld, voluntarily conditioned or delayed), make any payment with respect to any such demands for appraisal, payment or settle or offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meetingfor payment.

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant to section 238 Company Shares that have not been voted for approval of the Cayman Companies Law shall be entitled to receive the Merger Consideration as provided this Agreement or consented thereto in Section 2.01(c) writing and with respect to Company Shares owned by such Person which a demand for payment and appraisal have been properly made in accordance with the VSCA (“Dissenting Shares”) unless and until will not be converted into the right to receive the Merger Shares otherwise payable with respect to such Person shall have effectively withdrawn its dissent Company Shares at or lost after the Effective Time, but will be converted into the right to receive from the Surviving Corporation such Person’s dissenting rights under consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the Cayman Companies Lawlaws of the Commonwealth of Virginia. If a holder of Dissenting Shares effectively (a “Dissenting Stockholder”) withdraws its dissent his or loses its dissenting rights pursuant to section 238 her demand for such payment and appraisal or becomes ineligible for such payment and appraisal, then, as of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders or the occurrence of such event of withdrawal or ineligibility, whichever last occurs, such holder’s Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall will cease to be Dissenting Shares and shall will be deemed to have been cancelled in consideration for, as of the Effective Time, converted into the right to receive receive, and will be exchangeable for, the Merger Consideration, without interest thereon, Shares in the manner provided in accordance with Section 2.01(c), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders2.2 of this Agreement. The Company shall promptly will give Parent (i) copies Target and Merger Sub prompt notice of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are demand received by the Company relating from a holder of Dissenting Shares for appraisal of such Dissenting Stockholder’s Company Shares, and Target shall have the right to Company shareholders’ rights of dissent and (ii) the opportunity to direct or approve participate in all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Lawsuch demand. The Company shall notagrees that, except with the prior written consent of ParentTarget, or as required under the VSCA, it will not voluntarily make any payment with respect to, or settle or offer or agree to settle, any demands such demand for appraisal. Each Dissenting Stockholder who, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection pursuant to the Merger are served by any shareholders provisions of the Company VSCA, becomes entitled to payment of the value of the Dissenting Shares will receive payment therefor but only after the value therefor has been agreed upon or finally determined pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization such provisions. Any portion of the Merger on Shares that would otherwise have been payable with respect to Dissenting Shares if such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingShares were not Dissenting Shares will be retained by Target.

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant to section 238 Under Maryland law, shareholders may not demand the fair value of their shares from the successor company in a transaction involving the transfer of the Cayman Companies Law shall be entitled to receive corporation's assets and are, therefore, bound by the Merger Consideration as provided in Section 2.01(c) terms of the transaction if the stock is that of an open-end investment company registered with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights the SEC under the Cayman Companies Law1940 Act and the value placed on the stock in the transaction is its net asset value. If a holder Neither Delaware law nor the ACST Declaration confer upon shareholders rights of Dissenting Shares effectively withdraws its dissent appraisal or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Sharesdissenters' rights. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration for, as of the Effective Time, AMENDMENTS TO ORGANIZATION DOCUMENTS IMSFI has the right to receive amend, alter, change or repeal any provision contained in the Merger Consideration, without interest thereon, IMSFI Articles of Incorporation in the manner provided prescribed by statute, including any amendment that alters the contract rights, as expressly set forth in Section 2.01(cthe IMSFI Articles of Incorporation, of any outstanding stock, and all rights conferred on shareholders are granted subject to this reservation. The IMSFI Board may approve amendments to the IMSFI Articles of Incorporation to classify or reclassify unissued shares of a class of stock without shareholder approval. Other amendments to the IMSFI Articles of Incorporation may be adopted if approved by the affirmative vote of a majority of all the votes entitled to be cast on the matter. The directors have the power to alter, amend or repeal the IMSFI Bylaws or adopt new bylaws at any time. Consistent with Delaware law, the ACST Board may, without shareholder approval, amend the ACST Declaration at any time, except to eliminate any voting rights pertaining to the shares of ACST, without approval of the majority of the shares of ACST. The trustees have the power to alter, amend or repeal the ACST Bylaws or adopt new bylaws at any time. The foregoing discussion is only a summary of certain differences between and among the IMSFI Articles of Incorporation, the IMSFI Bylaws and Maryland law, and the ACST Declaration, ACST Bylaws and Delaware law. It is not a complete list of the differences. Shareholders should refer to the provisions of the governing documents of IMSFI and ACST and state law directly for a more thorough comparison. Copies of the IMSFI Articles of Incorporation and IMSFI Bylaws, and of the ACST Declaration and ACST Bylaws are available to shareholders without charge upon written request to IMSFI. THE BOARD'S RECOMMENDATION ON PROPOSAL 6 Your Board, including the independent directors, unanimously recommends that you vote "FOR" this Proposal. PROPOSAL 7 -- APPROVAL OF THE IMMFI PLAN TO REDOMESTICATE INVESCO MONEY MARKET FUNDS, INC. AS A DELAWARE STATUTORY TRUST WHICH FUNDS' SHAREHOLDERS WILL VOTE ON PROPOSAL 7? Proposal 7 applies only to the shareholders of INVESCO U.S. Government Money Fund. BACKGROUND INVESCO Money Market Funds, Inc. ("IMMFI") currently is organized as a Maryland corporation. AMVESCAP has identified each series portfolio of IMMFI as appropriate to be redomesticated as a new series portfolio of AIM Treasurer's Series Trust ("ATST"), a newly created open-end management investment company organized as a statutory trust under the Delaware Statutory Trust Act. The Board of Directors of INVESCO Treasurer's Series Funds, Inc. ("ITSFI"), an open-end management investment company organized as a Maryland corporation, currently is soliciting the proxies of the shareholders of ITSFI's three existing series portfolios to vote on the conversion of these three existing series portfolios to three corresponding new series portfolios of ATST (each, an "ITSFI Fund"). Currently, the sole shareholder of the ITSFI Funds is ITSFI and Parent shall promptly deposit or cause the sole shareholder of the New Funds (as defined below) is IMMFI. IMMFI's Board of Directors (the "IMMFI Board") has approved the IMMFI Plan, which provides for a series of transactions to convert each of INVESCO U.S. Government Money Fund, INVESCO Cash Reserves Fund and INVESCO Tax-Free Money Fund (each, a "Current Fund") to a corresponding series (a "New Fund") of ATST. Under the IMMFI Plan, each Current Fund will transfer all of its assets to a corresponding New Fund in exchange solely for voting shares of beneficial interest in the New Fund and the New Fund's assumption of all of the Current Fund's liabilities (collectively, the "IMMFI Redomestication"). A form of the IMMFI Plan relating to the proposed IMMFI Redomestication is set forth in Appendix III. If Proposal 7 is not approved by the IMMFI shareholders, IMMFI will continue to operate as a Maryland corporation. Approval of the IMMFI Plan requires the affirmative vote of a majority of the issued and outstanding shares of IMMFI. The IMMFI Board is soliciting the proxies of the shareholders of INVESCO U.S. Government Money Fund to vote on the IMMFI Plan with this Proxy Statement. The IMMFI Board is soliciting the proxies of the shareholders of INVESCO Cash Reserves Fund and INVESCO Tax-Free Money Fund to vote on the IMMFI Plan with a separate proxy statement. The IMMFI Redomestication is being proposed primarily to provide IMMFI with greater flexibility in conducting its business operations. The operations of each New Fund following the IMMFI Redomestication will be deposited substantially similar to those of its predecessor Current Fund. As described below, ATST's Declaration of Trust (the "ATST Declaration") differs from IMMFI's Articles of Incorporation and the amendments thereto (the "IMMFI Articles of Incorporation") in certain respects that are expected to improve IMMFI's and each Current Fund's operations. ATST, like IMMFI, will operate as an open-end management investment company registered with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ rights of dissent and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal SEC under the Cayman Companies Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meeting1940 Act.

Dissenters’ Rights. No Person Any shareholder of First National who has validly exercised such Person’s dissenting rights pursuant to section 238 voted against the merger at the meeting of the Cayman Companies Law shareholders of the bank or has given notice in writing at or prior to such meeting to the presiding officer that he dissents from the plan of merger, shall be entitled to receive the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 value of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shares so held by him when the merger shall be cancelled at approved by the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 Comptroller of the Cayman Companies Law with respect Currency upon written request made to their shares; providedthe Surviving Bank at any time before 30 days after the consummation of the merger, however, that all Dissenting Shares held accompanied by shareholders who shall have effectively withdrawn or lost their the surrender of his stock certificate. The value of the shares of any dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shareholder shall be deemed to have been cancelled in consideration forascertained, as of the Effective Timeeffective date of the merger, by an appraisal made by a committee of three persons, composed of (1) one selected by the vote of the holders of the majority of the stock, the owners of which are entitled to payment in cash; (2) one selected by the directors of the Surviving Bank; and (3) one selected by the two so selected. The valuation agreed upon by any two of the three appraisers shall govern. If the value so fixed shall not be satisfactory to any dissenting shareholder who has requested payment, that shareholder may, within five days after being notified of the appraised value of his shares, appeal to the Comptroller of the Currency, who shall cause a reappraisal to be made which shall be final and binding as to the value of the shares of the appellant. If, within 90 days from the date of consummation of the merger, for any reason one or more of the appraisers is not selected as hereafter provided, or the appraisers fail to determine the value of such shares, the Comptroller of the Currency shall upon written request of any interested party cause an appraisal to be made which shall be final and binding on all parties. The expenses of the Comptroller of the Currency in making the reappraisal or the appraisal, as the case may be, shall be paid by the Surviving Bank. The value of the shares ascertained shall be promptly paid in cash to the dissenting shareholders by the Surviving Bank. The shares of stock of the Surviving Bank which would have been delivered to such dissenting shareholders had they not requested payment shall be sold by the Surviving Bank at an advertised public auction, and the Surviving Bank shall have the right to receive purchase any of such shares at such public auction, if it is the Merger Considerationhighest bidder therefor, without interest thereon, in for the manner provided in Section 2.01(c), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable purpose of reselling such shares within thirty days thereafter to such person or persons and at such price not less than par as the Board of Directors of the Surviving Bank by resolution shall determine. If the shares are sold at public auction at a price greater than the amount paid to the dissenting shareholders. The Company shall promptly give Parent (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals the excess of such demands, and any other instruments served pursuant sale price shall be paid to applicable Law that are received by the Company relating to Company such dissenting shareholders’ rights of dissent and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meeting.

Dissenters’ Rights. No Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time, that are not held by Parent, Merger Sub or any other wholly owned direct or indirect Subsidiary of Parent, and that are held by any Person who has validly exercised such Person’s dissenting rights is entitled to dissent from the Merger pursuant to section 238 Section 262 of the Cayman Companies Law DGCL (the “Dissenters’ Rights Statute”), who did not vote in favor of the Merger or consent thereto in writing and who complies in all other respects with the Dissenters’ Rights Statute (such shares, “Dissent Shares”) shall not be entitled converted into a right to receive the Per Share Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under ), but rather the Cayman Companies Law. If a holder holders of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Dissent Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled right to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law fair value of such Dissent Shares in accordance with respect to their sharesthe Dissenters’ Rights Statute; provided, however, that all Dissenting Shares held by shareholders who if any such holder shall have effectively withdrawn fail to perfect or lost their dissenting rights otherwise shall waive, withdraw or lose the right to receive payment of the fair value under the Cayman Companies Law Dissenters’ Rights Statute, then the right of such holder to be paid the fair value of such holder’s Dissent Shares shall cease to be Dissenting and such Dissent Shares and shall be deemed to have been cancelled in consideration for, converted as of the Effective TimeTime into, and to have become exchangeable solely for, the right to receive the Per Share Merger Consideration, without interest thereoninterest, in the manner as provided in Section 2.01(c), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give prompt notice to Parent (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are the Dissenters’ Rights Statute received by the Company relating to Company shareholders’ rights of dissent appraisal under the Dissenters’ Rights Statute, and (ii) Parent shall have the opportunity right to direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Lawsuch demands. The Company shall not, except Except with the prior written consent of Parent, voluntarily 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. In the event that any written notices Each holder of objection Dissent Shares who becomes entitled to payment for such shares pursuant to the Merger are served by any shareholders of Dissenters’ Rights Statute shall receive payment therefor from the Company pursuant to section 238(2) of Surviving Corporation in accordance with the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingDissenters’ Rights Statute.

Dissenters’ Rights. No Person Notwithstanding any other provision of this Agreement to the contrary, if required by the DGCL (but only to the extent required thereby), shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by holders of such shares who has validly exercised such Person’s dissenting rights pursuant to section 238 have not voted in favor of the Cayman Companies Law adoption of this Agreement or consented thereto in writing and who have properly exercised and validly perfected appraisal rights with respect thereto in accordance with, and who have complied with, Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, and holders of such Dissenting Shares shall be entitled to receive payment of the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by fair value of such Person (“Dissenting Shares”) , in accordance with, but only if and when required by, the provisions of such Section 262, unless and until any such Person shall have effectively withdrawn its dissent holder fails to perfect or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of appraisal and payment under the Cayman Companies Law with respect DGCL. If, after the Effective Time, any such holder fails to any Dissenting Sharesperfect or effectively withdraws or loses such rights, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not will thereupon be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; providedtreated as if they had been converted into, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration for, as of at the Effective Time, the right to receive the Merger Consideration, without any interest thereon, in and the manner provided in Section 2.01(c), and Parent Surviving Corporation shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full remain liable for payment of the Merger Consideration so due and payable for such shares. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto other than such shareholdersrights as are provided to holders of Dissenting Shares pursuant to Section 262 of the DGCL. The Company shall promptly give Parent (i) copies prompt written notice of notices any demands received by the Company for appraisals of objectionshares of Company Common Stock, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, demands and any other instruments served pursuant relating to applicable Law that are appraisal demands received by the Company relating pursuant to Company shareholders’ rights Section 262 of dissent the DGCL and (ii) the opportunity to direct or approve participate in all offers, negotiations and proceedings with respect to any demand for appraisal under such demands and the Cayman Companies Law. The Company shall consider in good faith comments or suggestions proposed by Parent with respect to such demands; provided that, after the date hereof until the Effective Time, the Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or offer to settle or settle any such demands or approve waive any withdrawal of any such demands. In the event that any failure to timely deliver a written notices of objection demand for appraisal or otherwise to the Merger are served by any shareholders comply with Section 262 of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingDGCL.

Dissenters’ Rights. No Person Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock outstanding immediately prior to the Effective Time, and held by holders who has validly exercised such Person’s dissenting are entitled to appraisal rights pursuant to section 238 under Section 262 of the Cayman Companies Law shall be entitled to receive DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the Merger Consideration as time and manner provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 262 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration forDGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s shares of Company Common Stock shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration, without interest thereon, in the manner provided in Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.01(c2.6(e)), and Parent such shares shall promptly deposit or cause not be deemed to be deposited Dissenting Shares. Within ten (10) days after the Effective Time, the Surviving Corporation shall provide each of the holders of Company Common Stock with the Paying Agent notice contemplated by Section 262 of the DGCL. Parent, Purchaser and the Company agree that the Surviving Corporation will not assert that any additional funds necessary to pay in full Top-Up Shares or any promissory note used as a portion of the Merger Consideration so due and payable to such shareholdersconsideration for the Top-Up Shares negatively impact the fair value of any Dissenting Shares. The Company shall promptly give Parent (i) copies of notices of objection, notices of dissent, Parties hereby agree and acknowledge that in 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 Company shareholders’ rights of dissent and (ii) the opportunity to direct or approve all offers, negotiations and proceedings appraisal proceeding with respect to any demand for appraisal under the Cayman Companies Law. The Company shall notDissenting Shares, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection and to the Merger are served fullest extent permitted by any shareholders applicable Legal Requirements, the fair value if the Dissenting Shares will be determined in accordance with Section 262 of the Company pursuant DGCL without regard to section 238(2) of the Cayman Companies LawTop-Up Option, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant Top-Up Shares or any promissory note delivered by Purchaser or Parent to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at in payment for the Company Shareholders MeetingTop-Up Shares.

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant to section 238 In accordance with Sections 23B.13.010 through 23B.13.310 of the Cayman Companies Law WBCA, dissenters' rights shall be entitled available to holders of Percon Common Stock in connection with the Merger. Notwithstanding anything to the contrary herein, any Percon Common Stock held of record by persons who, prior to the Effective Time, have objected to the Merger and complied with all applicable provisions of Sections 23B.13.010 through 23B.13.310 of the WBCA (the "WBCA Dissenters' Rights Provisions") necessary to perfect and maintain their dissenters' rights thereunder (any such Percon Common Stock, "Dissenting Shares") shall not be converted as of the Effective Time into a right to receive the Merger Consideration Price as provided in Section 2.01(c) with respect 1.4, but, instead, shall entitle the holder of such shares to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights as may be available under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their sharesWBCA Dissenters' Rights Provisions; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn if after the Effective Time such holder fails to perfect or lost their dissenting withdraws or otherwise loses his rights under the Cayman Companies Law shall cease WBCA Dissenters' Rights Provisions, then the shares of Percon Common Stock owned by such holder immediately prior to be Dissenting Shares and the Effective Time shall be deemed to have treated as if they had been cancelled in consideration for, converted as of the Effective Time, the Time into a right to receive the Merger Consideration, without interest thereon, in the manner Price as provided in Section 2.01(c)1.4, without interest. Prior to the Effective Time, Percon shall give PSC prompt notice of its receipt of each notification from a shareholder stating such shareholder's intent to demand payment for his or her shares if the Merger is effectuated, and Parent PSC shall promptly deposit or cause have the right to be deposited with the Paying Agent any additional funds necessary to pay participate in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ rights of dissent and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal under such demands. Prior to the Cayman Companies Law. The Company Effective Time, Percon shall not, except with the prior written consent of ParentPSC, voluntarily 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. In After the event Effective Time, PSC shall pay, or shall cause the Surviving Corporation to pay, any amounts that any written notices may become payable in respect of objection to Dissenting Shares under the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingWBCA Dissenters' Rights Provisions.

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant to section 238 Under Maryland law, shareholders may not demand the fair value of their shares from the successor company in a transaction involving the transfer of the Cayman Companies Law shall be entitled to receive corporation's assets and are, therefore, bound by the Merger Consideration as provided in Section 2.01(c) terms of the transaction if the stock is that of an open-end investment company registered with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights the SEC under the Cayman Companies Law1940 Act and the value placed on the stock in the transaction is its net asset value. If a holder Neither Delaware law nor the ATST Declaration confer upon shareholders rights of Dissenting Shares effectively withdraws its dissent appraisal or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Sharesdissenters' rights. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration for, as of the Effective Time, AMENDMENTS TO ORGANIZATION DOCUMENTS IMMFI has the right to receive amend, alter, change or repeal any provision contained in the Merger Consideration, without interest thereon, IMMFI Articles of Incorporation in the manner provided prescribed by statute, including any amendment that alters the contract rights, as expressly set forth in Section 2.01(c)the IMMFI Articles of Incorporation, of any outstanding stock, and Parent shall promptly deposit all rights conferred on shareholders are granted subject to this reservation. The IMMFI Board may approve amendments to the IMMFI Articles of Incorporation to classify or cause reclassify unissued shares of a class of stock without shareholder approval. Other amendments to the IMMFI Articles of Incorporation may be adopted if approved by the affirmative vote of a majority of all the votes entitled to be deposited with cast on the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholdersmatter. The Company shall promptly give Parent (i) copies directors have the power to alter, amend or repeal the IMMFI Bylaws or adopt new bylaws at any time. Consistent with Delaware law, the ATST Board may, without shareholder approval, amend the ATST Declaration at any time, except to eliminate any voting rights pertaining to the shares of notices ATST, without approval of objectionthe majority of the shares of ATST. The trustees have the power to alter, notices amend or repeal the ATST Bylaws or adopt new bylaws at any time. The foregoing discussion is only a summary of dissentcertain differences between and among the IMMFI Articles of Incorporation, any written demands for appraisal, attempted withdrawals of such demandsthe IMMFI Bylaws and Maryland law, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ rights ATST Declaration, ATST Bylaws and Delaware law. It is not a complete list of dissent and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Lawdifferences. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection Shareholders should refer to the Merger are served by any shareholders provisions of the Company pursuant to section 238(2) governing documents of IMMFI and ATST and state law directly for a more thorough comparison. Copies of the Cayman Companies LawIMMFI Articles of Incorporation and IMMFI Bylaws, the Company shall serve written notice and of the authorization of ATST Declaration and ATST Bylaws are available to shareholders without charge upon written request to IMMFI. THE BOARD'S RECOMMENDATION ON PROPOSAL 7 Your Board, including the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meetingindependent directors, unanimously recommends that you vote "FOR" this Proposal.

Dissenters’ Rights. No Person Notwithstanding anything in this Agreement to the contrary, each share of Pubco Common Stock (other than Excluded Shares) outstanding immediately prior to the Effective Time and held by a holder who is entitled to dissent under NRS 92A.380 and has validly properly exercised such Person’s dissenting rights pursuant right for such shares of Pubco Common Stock in the manner required by NRS 92A.400 to section 238 of the Cayman Companies Law shall be entitled to receive the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person 92A.480, inclusive (“Dissenting Shares”) ), shall not be converted into or be exchangeable for the right to receive a portion of the Pubco Shareholder Issuance unless and until such Person shall have effectively withdrawn its dissent holder fails to perfect or lost withdraws or otherwise loses such Personholder’s dissenting rights right as a dissenter under the Cayman Companies LawNRS. If a If, after the Effective Time, any such holder of Dissenting Shares effectively fails to perfect or withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Sharessuch holder’s right as a dissenter, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not thereupon be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have treated as if they had been cancelled in consideration for, converted as of the Effective Time, Time into the right to receive the Merger Considerationportion of the Pubco Shareholder Issuance, if any, to which such holder is entitled pursuant to Section 3.1(a) without interest thereon, in interest. Pubco shall give CBA (a) prompt notice of any demands received by Pubco for appraisal of any shares of Pubco Common Stock issued and outstanding immediately prior to the manner provided in Section 2.01(c), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (i) copies of notices of objection, notices of dissent, any written demands for appraisalEffective Time, attempted written withdrawals of such demands, and any other instruments served pursuant to applicable Law that are the NRS and received by the Company Pubco relating to Company shareholdersits stockholders’ rights of dissent to appraisal with respect to the First Merger and (iib) the opportunity to direct or approve participate in all offers, negotiations and proceedings with respect to any demand for exercise of such appraisal rights under the Cayman Companies LawNRS. The Company Subject to the NRS, Pubco shall not, except except, prior to the Closing Date, with the prior written consent of ParentCBA, or on or after the Closing Date, with the prior written consent of the CBA Member, which shall not be unreasonably withheld, conditioned or delayed, voluntarily make any payment with respect to any demands for appraisalpayment of fair value for capital stock of Pubco, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meeting.

Dissenters’ Rights. No Person Notwithstanding any provision of this Agreement to the contrary, if required by the DGCL (but only to the extent required thereby), Shares that are issued and outstanding immediately prior to the Effective Time (other than the Subsidiary Shares and the Cancelled Shares) and that are held by holders of such Shares who has validly exercised such Person’s dissenting rights pursuant to section 238 have not voted in favor of the Cayman Companies Law shall be adoption of this Agreement or consented thereto in writing and are entitled to receive demand and properly demand appraisal of such Shares, as applicable (the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless ), pursuant to, and until such Person shall who have effectively withdrawn its dissent or lost such Person’s dissenting properly exercised and perfected their demands for appraisal rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 and comply in all respects with, Section 262 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at DGCL (the Effective Time and holders of Dissenting Shares “Appraisal Rights”) shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration for, as of the Effective Time, converted into the right to receive the Merger Consideration, and holders of such Dissenting Shares shall be entitled to receive payment of the appraised value of such Dissenting Shares in accordance with the Appraisal Rights (it being understood and acknowledged that such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and any such holder shall cease to have any rights with respect thereto other than the right to receive the appraised value of such Dissenting Shares to the extent afforded by the Appraisal Rights); provided, however, that if any such holder (including any holder of Proposed Dissenting Shares) shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under the Appraisal Rights, then the right of such holder to be paid the fair value of such Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable solely for the right to receive, without interest thereonthereon or duplication, in the manner provided in Section 2.01(c), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due pursuant to Section 2.1(a). “Proposed Dissenting Shares” means shares of Common Stock whose holders provide demands for appraisal to the Company prior to the Company Stockholders’ Meeting and payable do not vote in favor of the adoption of this Agreement, in each case in accordance with the Appraisal Rights. At the Effective Time, any holder of Dissenting Shares shall cease to such shareholdershave any rights with respect thereto, except the Appraisal Rights and as provided in the previous sentence. The Company shall promptly give Parent (i) copies prompt notice of notices any demands received by the Company for appraisals of objectionShares, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, demands and of any other instruments served pursuant to applicable Law that are the DGCL and received by the Company relating to Company shareholders’ rights of dissent Appraisal Rights, and (ii) the reasonable opportunity to participate in and direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Lawsuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or offer to settle or settle any such demands demands, or approve agree to do any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meetingforegoing.

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant Notwithstanding anything in this Agreement to section 238 of the Cayman Companies Law shall be entitled to receive the Merger Consideration as provided in Section 2.01(c) contrary, with respect to each share, if any, of Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person Common Stock as to which the holder thereof shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under properly complied with the Cayman Companies Law. If a holder provisions of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 Chapter 23B.13 of the Cayman Companies Law with respect WBCA as to any Dissenting Shares, such Company Shares shall cease dissenters' rights required to be Dissenting Shares. Each Dissenting Share shall be cancelled at complied with prior to the Effective Time and holders of (each, a "Dissenting Shares Share"), such holder shall not be entitled to receive the Merger Consideration with respect any consideration pursuant to their Company Shares and Section 2.1 hereof, but instead shall instead be entitled to receive only the payment resulting payment, solely from the procedure in section 238 Surviving Corporation, of the Cayman Companies Law appraisal value of the Dissenting Shares to the extent permitted by and in accordance with respect to their sharesthe provisions of Chapter 23B.13 of the WBCA; provided, however, that all (a) if any holder of Dissenting Shares, under the circumstances permitted by and in accordance with the WBCA, affirmatively withdraws such holder's demand for appraisal of such Dissenting Shares, (b) if any holder of Dissenting Shares held by shareholders who shall have effectively withdrawn fails to establish such holder's entitlement to dissenters' rights as provided in the WBCA or lost their dissenting rights (c) if any holder of Dissenting Shares takes or fails to take any action the consequence of which is that such holder is not entitled to payment for such holder's shares under the Cayman Companies Law WBCA, such holder or holders (as the case may be) shall cease forfeit the right to be Dissenting Shares appraisal of such shares of Company Common Stock and such shares of Company Common Stock shall thereupon be deemed to have been cancelled in consideration forconverted, as of the Effective Time, into and represent solely the right to receive the Merger Consideration, without interest thereon, Consideration payable in respect of such shares of Company Common Stock. The Company shall give Parent prompt notice of any demands received by the manner provided in Section 2.01(c)Company for appraisal of shares of Company Common Stock, and Parent shall promptly deposit or cause have the right to be deposited with the Paying Agent any additional funds necessary to pay participate in full the Merger Consideration so due and payable to such shareholders. The all Company shall promptly give Parent (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ rights of dissent and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Lawsuch demands. The Company shall notnot settle, except make any payments with respect to, or offer to settle, any claim with respect to Dissenting Shares without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meeting.

Dissenters’ Rights. No Person Notwithstanding any provision of this Agreement to the contrary, if required by the DGCL (but only to the extent required thereby), Shares that are issued and outstanding immediately prior to the Effective Time (other than the Cancelled Shares) and that are held by holders of such Shares who has validly exercised such Person’s dissenting rights pursuant to section 238 have not voted in favor of the Cayman Companies Law shall be adoption of this Agreement or consented thereto in writing and is entitled to receive demand and properly demands appraisal of such Shares, as applicable (the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless ), pursuant to, and until such Person shall have effectively withdrawn its dissent who has properly exercised and perfected his or lost such Person’s dissenting her demand for appraisal rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 and complies in all respects with, Section 262 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at DGCL (the Effective Time and holders of Dissenting Shares “Appraisal Rights”) shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration for, as of the Effective Time, converted into the right to receive the Merger Consideration, and holders of such Dissenting Shares shall be entitled to receive payment of the appraised value of such Dissenting Shares in accordance with the Appraisal Rights (it being understood and acknowledged that such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the appraised value of such Dissenting Shares to the extent afforded by the Appraisal Rights); provided, however, that if any such holder (including any holder of Proposed Dissenting Shares) shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under the Appraisal Rights, then the right of such holder to be paid the fair value of such Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Consideration pursuant to Section 2.1(a), without interest thereon. “Proposed Dissenting Shares” means shares of Common Stock whose holders provide demands for appraisal to the Company prior to the Company Stockholders’ Meeting and do not vote in favor of the adoption of this Agreement, in each case in accordance with the manner Appraisal Rights. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the Appraisal Rights and as provided in the first sentence of this Section 2.01(c2.1(b), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (i) notice and copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ rights for appraisals of dissent Shares and (ii) the reasonable opportunity to direct or approve participate in all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Lawsuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or offer to settle or settle any such demands or demands, approve any withdrawal of any such demands. In , waive any failure to timely deliver a written demand for appraisal or to otherwise comply with the event that any written notices provisions of objection to the Merger are served by any shareholders Section 262 of the Company pursuant DGCL, or agree to section 238(2) do any of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meetingforegoing.

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant (a) Notwithstanding anything in this Agreement to section 238 the contrary, any shares of the Cayman Companies Law shall be entitled to receive the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person Common Stock (“Dissenting Shares”) unless which are issued and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant outstanding immediately prior to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders which are held by stockholders of Dissenting Shares shall the Company who have filed with the Company, before the taking of the vote of the stockholders of the Company to adopt and approve this Agreement, written objections to such approval stating their intention to demand payment for such shares of Company Common Stock if the Merger is consummated, and who have not voted such shares of Company Common Stock in favor of the adoption and approval of this Agreement and have otherwise complied in all respects with the applicable provisions of Sections 92A.300 through 92A.500 of the NRS (the “Dissenters’ Rights Provisions”), will not be entitled converted as described in Section 2.1, but will thereafter constitute only the right to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law fair value of such shares of Company Common Stock in accordance with respect to their sharesthe Dissenters’ Rights Provisions; provided, however, that all Dissenting Shares shares of Company Common Stock held by shareholders stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their dissenting rights to appraisal of such shares of Company Common Stock under the Cayman Companies Law Dissenters’ Rights Provisions shall cease to be Dissenting Shares and shall thereupon be deemed to have been cancelled in consideration forcanceled and retired and to have been converted, as of the Effective Time, into the right to receive the Merger Consideration, without interest thereoninterest, in the manner provided in Section 2.01(c), and Parent shall promptly deposit or cause 2.2. Persons who have perfected statutory rights with respect to Dissenting Shares as aforesaid will not be deposited with the Paying Agent any additional funds necessary to pay in full paid the Merger Consideration so due by the Surviving Entity as provided in this Agreement and payable will have only such rights as are provided by the Dissenters’ Rights Provisions with respect to such shareholdersDissenting Shares. Notwithstanding anything in this Agreement to the contrary, if Parent, MergerCo or the Company abandon or are finally enjoined or prevented from carrying out, or the stockholders rescind their adoption and approval of, this Agreement, the right of each holder of Dissenting Shares to receive the fair value of such Dissenting Shares in accordance with the Dissenters’ Rights Provisions will terminate, effective as of the time of such abandonment, injunction, prevention or rescission. The Company shall promptly give Parent (i) copies and MergerCo prompt notice of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholdersfor the exercise of dissenters’ rights with respect to shares of dissent Company Common Stock and (ii) Parent shall have the opportunity right to direct or approve participate in all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Lawsuch demands. The Company shall not, except with the prior written consent of ParentParent (which shall not be unreasonably withheld), voluntarily 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. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meeting.

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant to section 238 of the Cayman Companies Law Dissenting Stockholder shall be entitled to receive the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Per Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company the Dissenting Shares and formerly owned by such Dissenting Stockholder. Each Dissenting Stockholder shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all fair value (as defined in NRS 92A.320) of the Dissenting Shares held formerly owned by shareholders who shall have effectively such Dissenting Stockholder in accordance with the NRS, solely to the extent such Dissenting Stockholder has perfected and not withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, in the manner provided in Section 2.01(c)otherwise lost, and Parent shall promptly deposit or cause to be deposited is otherwise entitled to, dissenter’s rights in accordance with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholdersNRS. The Company shall promptly give Parent (i) prompt notice and copies of notices of objection, notices of dissent, any written demands for appraisaldissenter’s rights, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ any Person’s assertion of or demand for dissenter’s rights of dissent and (ii) the opportunity to participate in and, if Parent elects, direct or approve all offers, negotiations and proceedings Proceedings with respect to any demand for appraisal under the Cayman Companies Lawsuch assertions and demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisaldissenter’s rights, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that , or agree, authorize or commit to do any written notices of objection to the Merger are served by any shareholders of the Company foregoing. If any Dissenting Stockholder withdraws its assertion or demand for dissenter’s rights or otherwise waives or loses its dissenter’s rights under the Dissenter’s Rights Statutes with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been Eligible Shares and thereupon be converted into the right to receive, without any interest thereon, the aggregate Per Share Merger Consideration with respect to such Eligible Shares pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meetingthis Article IV.

Dissenters’ Rights. No Person Notwithstanding any other provision of this Agreement to the contrary, shares of First Valley Bancorp Common Stock that are outstanding immediately prior to the Effective Time and which are held by shareholders who has validly exercised such Person’s dissenting rights pursuant to section 238 shall have not voted in favor of the Cayman Companies Law Merger or consented thereto in writing and who properly shall have demanded payment of the fair value for such shares in accordance with the CBCA (collectively, the “Dissenters’ Shares”) shall not be converted into or represent the right to receive the Merger Consideration. Such shareholders instead shall be entitled to receive the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 payment of the Cayman Companies Law fair value of such shares held by them in accordance with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 provisions of the Cayman Companies Law with respect to their shares; providedCBCA, however, except that all Dissenting Dissenters’ Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights as dissenting rights shareholders under the Cayman Companies Law CBCA shall cease to be Dissenting Shares and shall thereupon be deemed to have been cancelled in consideration forconverted into and to have become exchangeable, as of the Effective Time, for the right to receive the Merger Considerationreceive, without any interest thereon, the Merger Consideration upon surrender in the manner provided in Section 2.01(c)2.6 of the Certificate(s) that, and Parent immediately prior to the Effective Time, evidenced such shares. First Valley Bancorp shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent New England Bancshares (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisalpayment of fair value of any shares of First Valley Bancorp Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the CBCA and received by the Company First Valley Bancorp relating to Company shareholders’ dissenters’ rights of dissent and (ii) the opportunity to direct or approve participate in all offers, negotiations and proceedings with respect to any demand for appraisal demands under the Cayman Companies LawCBCA consistent with the obligations of First Valley Bancorp thereunder. The Company First Valley Bancorp shall not, except with the prior written consent of ParentNew England Bancshares, voluntarily (x) make any payment with respect to any demands for appraisalsuch demand, (y) offer to settle or settle any such demands demand for payment of fair value or approve (z) waive any withdrawal failure to timely deliver a written demand for payment of fair value or timely take any such demands. In other action to perfect payment of fair value rights in accordance with the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingCBCA.

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant to section 238 of the Cayman Companies Law Dissenting Shareholder shall be entitled to receive the Per Share Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant but shall instead be entitled to section receive the payment resulting from the procedure in Section 238 of the Cayman Companies Law with respect to any Dissenting Shares, provided that, notwithstanding the foregoing, if any holder of Shares fails to exercise or perfect his dissenter’s rights, or any Dissenting Shareholder has withdrawn his demand for, or lost his rights to, such Company rights under Section 238 of the Cayman Companies Law, he shall thereupon not be deemed to be a Dissenting Shareholder and his Shares shall cease thereupon (i) not be deemed to be Dissenting Shares. Each Dissenting Share shall Shares and (ii) be cancelled at in exchange for the Effective Time and holders of Dissenting Shares shall not be entitled right to receive the Per Share Merger Consideration with respect to their Company each of his Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, in the manner provided in Section 2.01(c), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisalobjections, notices, petitions or attempted withdrawals of such demandsobjections, and any notices, petitions or other instruments communications served pursuant to applicable Law that are received by the Company relating to the Company shareholders’ rights of dissent entitlement to dissent, and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal dissenters’ rights under the Cayman Companies Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section Section 238(2) of the Cayman Companies Law, the Company shall use commercially reasonable efforts to serve written notice of the authorization of the Merger on such shareholders pursuant to section Section 238(4) of the Cayman Companies Law within twenty five Business Days (20) days of obtaining but in any event the Company Shareholder Approval shall serve such notice no later than twenty days) immediately following the date on which the Merger is approved by shareholders of the Company at the Shareholders’ Meeting. Following approval of the Merger at the Shareholders’ Meeting, the Company Shareholders Meetingshall not, except with the prior written consent of Parent, voluntarily make any payment, offer or take any other action in relation to dissenters’ rights.

Dissenters’ Rights. No Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any Person who has validly exercised is entitled to demand and properly demands appraisal of such Person’s dissenting rights shares pursuant to section 238 Section 262 of the Cayman Companies Law DGCL (the “Dissenters’ Rights Statute”) who did not vote in favor of the Merger or consent thereto in writing and who complies in all other respects with the Dissenters’ Rights Statute (such shares, “Dissent Shares”) shall not be entitled converted into the right to receive the Per Share Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under 3.1(c), but the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Dissent Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law fair value of such Dissent Shares in accordance with respect to their sharesthe Dissenters’ Rights Statute; provided, however, that all Dissenting if any such holder shall fail to perfect or otherwise shall validly waive, withdraw or lose the right to receive payment of the fair value of such Dissent Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law Dissenters’ Rights Statute, then the right of such holder to be paid the fair value of such holder’s Dissent Shares shall cease to be Dissenting and such Dissent Shares and shall be deemed to have been cancelled in consideration for, as of converted at the Effective TimeTime into, and to have become exchangeable solely for, the right to receive the Per Share Merger Consideration, without interest thereoninterest, in the manner as provided in Section 2.01(c3.1(c). At the Effective Time, all Dissent Shares shall automatically be canceled, cease to exist and no longer be outstanding, and Parent each holder of a certificate that immediately prior to the Effective Time represented any Dissent Shares shall promptly deposit or cause cease to be deposited have any rights with respect thereto, except the right to receive either payment of the fair value of such Dissent Shares in accordance with the Paying Agent any additional funds necessary to pay Dissenters’ Rights Statute or the Per Share Merger Consideration, as the case may be, upon the surrender of such certificate in full the Merger Consideration so due and payable to such shareholdersaccordance with Section 3.2(b) (without interest). The Company shall promptly give prompt notice to Parent (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are the Dissenters’ Rights Statute received by the Company relating to Company shareholders’ rights of dissent appraisal under the Dissenters’ Rights Statute, and (ii) Parent shall have the opportunity right to direct or approve control all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Lawsuch demands. The Company shall not, except Except with the prior written consent of Parent, voluntarily the Company shall not make any payment with respect to any demands for appraisalto, or offer to settle or settle settle, any such demands or approve agree to do any withdrawal of any the foregoing. Each holder of Dissent Shares who becomes entitled to payment for such demands. In the event that any written notices of objection shares pursuant to the Merger are served by any shareholders of Dissenters’ Rights Statute shall receive payment therefor from the Company pursuant to section 238(2) of Surviving Corporation in accordance with the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingDissenters’ Rights Statute.

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant Notwithstanding any provision of this Agreement to section 238 of the Cayman Companies Law shall be entitled contrary and to receive the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights extent available under the Cayman Companies Law. If a holder of , Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares Shareholders shall not be entitled to receive the Per Share Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section Section 238 of the Cayman Companies Law with respect to their sharesShares; provided, however, that all Dissenting Shares held by shareholders Dissenting Shareholders who shall have failed to perfect or have effectively withdrawn or lost their dissenting appraisal rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration and converted into, and to have become exchanged for, as of the Effective Time, the right to receive the Per Share Merger Consideration, without interest thereon, in the manner provided in Section 2.01(c3.02(c), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (i) copies prompt notice of notices any notice of objection, notices notice of dissent, any written dissent or demands for appraisal, attempted withdrawals of such demands, notices or demands and any other instruments served pursuant to applicable Law that are received by the Company relating to Company its shareholders’ rights of dissent appraisal and (ii) the opportunity to direct or and/or approve all offers, negotiations and proceedings with respect to any such notice or demand for appraisal under the Cayman Companies Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty two (202) days of obtaining the Company Shareholder Approval at the Company Shareholders Shareholders’ Meeting.

Dissenters’ Rights. No Person Notwithstanding any other provision of this Agreement to the contrary, shares of CNB Financial Common Stock that are outstanding immediately prior to the Effective Time and which are held by shareholders who has validly exercised such Person’s dissenting rights pursuant to section 238 shall have not voted in favor of the Cayman Companies Law Merger or consented thereto in writing and who properly shall have demanded payment of the fair value for such shares in accordance with the MBCA (collectively, the “Dissenters’ Shares”) shall not be converted into or represent the right to receive the Merger Consideration. Such shareholders instead shall be entitled to receive the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 payment of the Cayman Companies Law fair value of such shares held by them in accordance with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 provisions of the Cayman Companies Law with respect to their shares; providedMBCA, however, except that all Dissenting Dissenters’ Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights as dissenting rights shareholders under the Cayman Companies Law MBCA shall cease to be Dissenting Shares and shall thereupon be deemed to have been cancelled in consideration forconverted into and to have become exchangeable, as of the Effective Time, for the right to receive the Merger Considerationreceive, without any interest thereon, the Merger Consideration upon surrender in the manner provided in Section 2.01(c)2.7 of the Certificate(s) that, and Parent immediately prior to the Effective Time, evidenced such shares. CNB Financial shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent United Financial Bancorp (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisalpayment of fair value of any shares of CNB Financial Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the MBCA and received by the Company CNBFinancial relating to Company shareholders’ dissenters’ rights of dissent and (ii) the opportunity to direct or approve participate in all offers, negotiations and proceedings with respect to any demand for appraisal demands under the Cayman Companies LawMBCA consistent with the obligations of CNB Financial thereunder. The Company CNB Financial shall not, except with the prior written consent of ParentUnited Financial Bancorp, voluntarily (x) make any payment with respect to any demands for appraisalsuch demand, (y) offer to settle or settle any such demands demand for payment of fair value or approve (z) waive any withdrawal failure to timely deliver a written demand for payment of fair value or timely take any such demands. In other action to perfect payment of fair value rights in accordance with the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingMBCA.

Dissenters’ Rights. No Person Notwithstanding any provision of this Agreement to the contrary, any shares of Target Capital Stock held by a holder who has validly exercised demanded and perfected such Personholder’s dissenting rights pursuant to section 238 right for appraisal of the Cayman Companies such shares in accordance with Delaware Law shall be entitled to receive the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration forwho, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal (“Dissenting Shares”), if any, shall not be converted into Merger Consideration (if such share is Target Series D Preferred Stock) but shall instead be converted into the right to receive the Merger Considerationsuch consideration as may be determined to be due with respect to such Dissenting Shares pursuant to Delaware Law, without interest thereon, in the manner provided in Section 2.01(c)if any. Target shall give Acquiror prompt notice of any demand received by Target to require Target to purchase shares of Target Capital Stock, and Parent Acquiror shall promptly deposit or cause have the right to be deposited with the Paying Agent any additional funds necessary to pay participate in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ rights of dissent and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Lawsuch demand. The Company shall notTarget agrees that, except with the prior written consent of ParentAcquiror, which consent will not be unreasonably withheld, conditioned or delayed, or as required under Delaware Law, it will not 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 purchase demand. Each holder of any such demands. In the event that any written notices of objection Dissenting Shares (“Dissenting Stockholder”) who, pursuant to the Merger are served by any shareholders provisions of Delaware Law, becomes entitled to payment of the Company fair value for shares of Target Capital Stock shall receive payment therefor (but only after the value therefore shall have been agreed upon or finally determined pursuant to section 238(2) such provisions). If, after the Effective Time, any Dissenting Shares which were Target Series D Preferred Stock shall lose their status as Dissenting Shares, Acquiror shall issue and deliver, upon surrender by such stockholder of the Cayman Companies Lawa certificate or certificates representing shares of Target Series D Preferred Stock, the Company shall serve written notice of the authorization portion of the Merger Consideration to which such Series D Holder would otherwise be entitled under this Section 2.6 and the Certificate of Merger less the portions of the Escrow Amounts to be contributed to the Escrow Funds on behalf of such shareholders Series D Holder in accordance with such holder’s Pro Rata Portion pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingSection 2.10 hereof.

Dissenters’ Rights. No Person shareholder who has validly exercised such Person’s dissenting their appraisal and dissention rights pursuant to section Section 238 of the Cayman Companies Law shall be entitled to receive the Merger Consideration as provided for in Section 2.01(c) 2.1 with respect to Company Shares the shares of Common Stock owned by such Person shareholder (the “Dissenting Shares”) unless and until such Person shareholder shall have effectively withdrawn its dissent or lost such Personshareholder’s dissenting appraisal and dissention rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, Any such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shareholder shall instead be entitled to receive only the payment resulting from the procedure in section Section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be such shareholder’s Dissenting Shares and such Dissenting Shares shall be deemed to have been cancelled in consideration for, as of at the Effective Time, the right to receive the Merger Consideration, without interest thereon, in the manner provided in Section 2.01(c), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ rights of dissent appraisal and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Law. The Company shall not, except with the prior written consent of the Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. In Notwithstanding the event that any written notices of objection to the Merger are served foregoing, all Dissenting Shares held by any shareholders shareholder who shall have failed to validly exercise their appraisal and dissention rights, withdrawn or lost such shareholder’s rights to appraisal of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) Dissenting Shares under Section 238 of the Cayman Companies Law within twenty (20) days shall thereupon be deemed to have been converted into, and to have become exchanged for, as of obtaining the Company Shareholder Approval at Effective Time, the Company Shareholders Meetingright to receive the Merger Consideration in the manner provided in Section 2.1.

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant to section 238 Target Shares that have not been voted for approval of the Cayman Companies Law shall be entitled to receive the Merger Consideration as provided this Agreement or consented thereto in Section 2.01(c) writing and with respect to Company Shares owned by such Person which a demand for payment and appraisal have been properly made in accordance with Wyoming Law (“Dissenting Shares”) unless and until will not be converted into the right to receive the Merger Shares otherwise payable with respect to such Person shall have effectively withdrawn its dissent Target Shares at or lost after the Effective Time, but will be converted into the right to receive from the Surviving Corporation such Person’s dissenting rights under consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the Cayman Companies Lawlaws of the State of Wyoming. If a holder of Dissenting Shares effectively (a “Dissenting Stockholder”) withdraws its dissent his or loses its dissenting rights pursuant to section 238 her demand for such payment and appraisal or becomes ineligible for such payment and appraisal, then, as of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders or the occurrence of such event of withdrawal or ineligibility, whichever last occurs, such holder’s Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall will cease to be Dissenting Shares and shall will be deemed to have been cancelled in consideration for, as of the Effective Time, converted into the right to receive receive, and will be exchangeable for, the Merger Consideration, without interest thereon, Shares in the manner provided in accordance with Section 2.01(c), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders2.2 of this Agreement. The Target will give the Company shall promptly give Parent (i) copies and Merger Sub prompt notice of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are demand received by the Target from a holder of Dissenting Shares for appraisal of such Dissenting Stockholder’s Target Shares, and the Company relating shall have the right to Company shareholders’ rights of dissent and (ii) the opportunity to direct or approve participate in all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Lawsuch demand. The Company shall notTarget agrees that, except with the prior written consent of ParentTarget, or as required under Wyoming Law, it will not voluntarily make any payment with respect to, or settle or offer or agree to settle, any demands such demand for appraisal. Each Dissenting Stockholder who, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection pursuant to the Merger are served by any shareholders provisions of Wyoming Law, becomes entitled to payment of the Company value of the Dissenting Shares will receive payment therefor but only after the value therefor has been agreed upon or finally determined pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization such provisions. Any portion of the Merger on Shares that would otherwise have been payable with respect to Dissenting Shares if such shareholders pursuant to section 238(4) of Target Shares were not Dissenting Shares will be retained by the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingCompany.

Dissenters’ Rights. No Person who Shares of Target Common Stock that have not been voted for approval of this Agreement, or whose holder has validly exercised such Person’s dissenting rights pursuant to section 238 of the Cayman Companies Law shall be entitled to receive the Merger Consideration as provided not consented thereto in Section 2.01(c) writing, and with respect to Company Shares owned by such Person which a demand and appraisal have been properly made in accordance with the NRS (“Dissenting Shares”) unless and until will not be converted into the right to receive the shares of Parent Common Stock (or dividends or distributions with respect thereto) or cash from the Exchange Fund otherwise owed with respect to such Person shall have effectively withdrawn its dissent shares of Target Common Stock at or lost after the Effective Time, but will be converted into the right to receive from the Surviving Corporation such Person’s dissenting rights under consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the Cayman Companies LawNRS. If a holder of Dissenting Shares effectively (each, a “Dissenting Shareholder”) withdraws its dissent his or loses its dissenting rights pursuant to section 238 her demand for such payment and appraisal or becomes ineligible for such payment and appraisal, then, as of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders or the occurrence of such event of withdrawal or ineligibility, whichever occurs last, such holder’s Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall will cease to be Dissenting Shares and shall will be deemed to have been cancelled in consideration for, as of the Effective Time, converted into the right to receive receive, and will be exchangeable for, the Merger Considerationshares of Parent Common Stock (and dividends or distributions with respect thereto) and cash from the Exchange Fund, in each case, without any interest thereon, in the manner provided in Section 2.01(c)to which such holder would have been entitled pursuant hereto had such holder never been a Dissenting Shareholder. Target will give Parent prompt notice of any demand received by Target from a Dissenting Shareholder for appraisal of shares of Target Common Stock, and Parent shall promptly deposit or cause have the right to be deposited with the Paying Agent any additional funds necessary to pay participate in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ rights of dissent and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Lawsuch demand. The Company shall notTarget agrees that, except with the prior written consent of ParentParent (which consent shall not be unreasonably withheld or delayed), or as required under the NRS, it will not voluntarily make any payment with respect to, or settle or offer or agree to settle, any demands such demand for appraisal. Each Dissenting Shareholder who, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection pursuant to the Merger are served by any shareholders provisions of the Company NRS, becomes entitled to payment of the value of the Dissenting Shares, shall receive payment therefor but only after the value therefor has been agreed upon or finally determined pursuant to section 238(2) such provisions. Any portion of the Cayman Companies Law, the Company shall serve written notice shares of the authorization of the Merger on Parent Common Stock that would otherwise have been owed with respect to Dissenting Shares if such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meetingshares were not Dissenting Shares will be retained by Parent.

Dissenters’ Rights. No Person APPRAISAL RIGHTS CANNOT BE EXERCISED AT THIS TIME. THE INFORMATION SET FORTH BELOW IS FOR INFORMATIONAL PURPOSES ONLY WITH RESPECT TO ALTERNATIVES AVAILABLE TO STOCKHOLDERS IF THE MERGER IS CONSUMMATED. STOCKHOLDERS WHO WILL BE ENTITLED TO APPRAISAL RIGHTS IN CONNECTION WITH THE MERGER WILL RECEIVE ADDITIONAL INFORMATION CONCERNING APPRAISAL RIGHTS AND THE PROCEDURES TO BE FOLLOWED IN CONNECTION THEREWITH BEFORE SUCH STOCKHOLDERS HAVE TO TAKE ANY ACTION RELATING THERETO. STOCKHOLDERS WHO SELL SHARES IN THE OFFER WILL NOT BE ENTITLED TO EXERCISE APPRAISAL RIGHTS WITH RESPECT THERETO BUT, RATHER, WILL RECEIVE THE PRICE PAID IN THE OFFER THEREFOR. Under Section 262 of the DGCL, any holder of Shares at the Effective Time (a "REMAINING STOCKHOLDER") who does not wish to accept the Merger Consideration pursuant to the Merger will have the right to seek an appraisal and be paid the "fair value" of its Shares as of the Effective Time (exclusive of any element of value arising from the accomplishment or expectation of the Merger) judicially determined and paid to it in cash provided that such holder complies with the provisions of such Section 262 of the DGCL. The following is a brief summary of the statutory procedures to be followed by a Remaining Stockholder in order to perfect appraisal rights under Delaware law. This summary is not intended to be complete and is qualified in its entirety by reference to Section 262 of the DGCL, the text of which is set forth in ANNEX B hereto. Any Remaining Stockholder considering demanding appraisal is advised to consult legal counsel. Appraisal rights will not be available unless and until the Merger (or a similar merger) is consummated. Remaining Stockholders of record who desire to exercise their appraisal rights must fully satisfy all of the following conditions. A written demand for appraisal of Shares must be delivered to the Secretary of the Company (i) before the taking of the vote on the adoption of the Merger Agreement, if the Merger is not being effected as a short-form merger but rather is being consummated following a vote thereon at a meeting of the Company's stockholders (a "LONG-FORM MERGER"), and in such case such Remaining Stockholder must not vote in favor of adoption of the Merger Agreement, or (ii) within 20 days after the date that the Surviving Corporation mails to the Remaining Stockholders a notice (the "NOTICE OF MERGER") to the effect that the Merger is effective and that appraisal rights are available (and includes in such notice a copy of Section 262 of the DGCL and any other information required thereby), if the Merger is being effected as a short-form merger without a vote or meeting of the Company's stockholders. If the Merger is effected as a long-form merger, a written demand for appraisal of Shares must be made in addition to and separate from any proxy abstaining from voting or any vote against adoption of the Merger Agreement, and neither voting against, abstaining from voting, nor failing to vote on the Merger Agreement will constitute a demand for appraisal within the meaning of Section 262 of the DGCL. In the case of a long-form merger, any stockholder seeking appraisal rights must (i) hold the Shares for which appraisal is sought on the date the demand is made, (ii) continuously hold such Shares through the Effective Time, and (iii) otherwise comply with the provisions of Section 262 of the DGCL. In the case of both a short-form merger and a long-form merger, a demand for appraisal must be executed by or for the stockholder of record, fully and correctly, as such stockholder's name appears on the stock certificates. If shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, such demand must be executed by the fiduciary. If Shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, such demand must be executed by all joint owners. An authorized agent, including an agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner and expressly disclose the fact that, in exercising the demand, he is acting as agent for the record owner. A record owner, such as a broker, who holds Shares as a nominee for others, may exercise appraisal rights with respect to the Shares held for all or less than all beneficial owners of Shares as to which the holder is the record owner. In such case the written demand must set forth the number of Shares covered by such demand. Where the number of Shares is not expressly stated, the demand will be presumed to cover all Shares outstanding in the name of such record owner. Beneficial owners who are not record owners and who intend to exercise appraisal rights should instruct the record owner to comply strictly with the statutory requirements with respect to the exercise of appraisal rights before the date of any meeting of stockholders of the Company called to approve the Merger in the case of a long-form merger and within 20 days following the mailing of the Notice of Merger in the case of a short-form merger. Remaining Stockholders who elect to exercise appraisal rights must mail or deliver their written demands to: 800-JR CIGAR, Inc., 000 Xxxxx 00 Xxxx, Xxxxxxxx, Xxx Xxxx, 00000, Attn: Xx. Xxxxxxx X. Colleton, General Counsel. The written demand for appraisal should specify the stockholder's name and mailing address, the number of Shares covered by the demand and that the stockholder is thereby demanding appraisal of such Shares. In the case of a long-form merger, the Company must, within ten days after the Effective Time, provide notice of the Effective Time to all stockholders who have demanded appraisal and complied with Section 262 of the DGCL and have not voted for adoption of the Merger Agreement. In the case of a long-form merger, Remaining Stockholders electing to exercise their appraisal rights under Section 262 must not vote for the adoption of the Merger Agreement or consent thereto in writing. Voting in favor of the adoption of the Merger Agreement, or delivering a proxy in connection with the stockholders meeting called to adopt the Merger Agreement (unless the proxy votes against, or expressly abstains from the vote on, the adoption of the Merger Agreement), will constitute a waiver of the stockholder's right of appraisal and will nullify any written demand for appraisal submitted by the stockholder. Regardless of whether the Merger is effected as a long-form merger or a short-form merger, within 120 days after the Effective Time, either the Company or any stockholder who has validly exercised such Person’s dissenting demanded appraisal and complied with the required conditions of Section 262 and who is otherwise entitled to appraisal rights pursuant to section 238 may file a petition in the Delaware Court of Chancery demanding a determination of the Cayman Companies Law fair value of the Shares of the dissenting stockholders. If a petition for an appraisal is timely filed, after a hearing on such petition, the Delaware Court of Chancery will determine which stockholders are entitled to appraisal rights and thereafter will appraise the Shares owned by such stockholders, determining the fair value of such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with a fair rate of interest to be paid, if any, upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery is to take into account all relevant factors. In XXXXXXXXXX X. XXX, INC., ET AL., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that "proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court" should be considered and that "[f]air price obviously requires consideration of all relevant factors involving the value of a company." The Delaware Supreme Court stated that in making this determination of fair value the court must consider "market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which were known or which could be ascertained as of the date of merger which throw any light on future prospects of the merged corporation." The Delaware Supreme Court has construed Section 262 of the DGCL to mean that "elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered." However, the court noted that Section 262 provides that fair value is to be determined "exclusive of any element of value arising from the accomplishment or expectation of the merger." Remaining Stockholders who in the future consider seeking appraisal should have in mind that the fair value of their Shares determined under Section 262 could be more than, the same as, or less than the Merger Consideration if they do seek appraisal of their Shares, and that opinions of investment banking firms as to fairness from a financial point of view are not necessarily opinions as to fair value under Section 262 of the DGCL. The cost of the appraisal proceeding may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a dissenting stockholder, the Delaware Court of Chancery may order that all or a portion of the expenses incurred by any dissenting stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys' fees and the fees and expenses of experts, be charged pro rata against the value of all Shares entitled to appraisal. In the absence of such a determination or assessment, each party bears its own expenses. Any Remaining Stockholder who has duly demanded appraisal in compliance with Section 262 of the DGCL will not, after the Effective Time, be entitled to vote the Shares for any purpose, subject to such demand, or to receive payment of dividends or other distributions on such Shares, except for dividends or other distributions payable to stockholders of record at a date prior to the Effective Time. At any time within 60 days after the Effective Time, any former holder of Shares shall have the right to withdraw his or her demand for appraisal and to accept the Merger Consideration. After this period, such holder may withdraw his or her demand for appraisal only with the consent of the Company as the Surviving Corporation. If no petition for appraisal is filed with the Delaware Court of Chancery within 120 days after the Effective Time, stockholders' rights to appraisal shall cease and all stockholders shall be entitled to receive the Merger Consideration Consideration. Inasmuch as provided in Section 2.01(c) with respect the Company has no obligation to Company Shares owned by file such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, in the manner provided in Section 2.01(c)petition, and Parent shall promptly deposit has no present intention to cause or cause permit the Surviving Corporation to do so, any stockholder who desires such a petition to be deposited filed is advised to file such petition on a timely basis. No petition timely filed in the Delaware Court of Chancery demanding appraisal shall be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just. Failure to take any required step in connection with the Paying Agent any additional funds necessary to pay exercise of appraisal rights may result in full the Merger Consideration so due and payable to termination or waiver of such shareholdersrights. The Company shall promptly give Purchaser and the Parent (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant do not intend to applicable Law that are received by the Company relating to Company shareholders’ rights of dissent and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders grant unaffiliated stockholders of the Company pursuant access to section 238(2) its corporate files or obtain and pay for counsel or appraisal services on the behalf of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meeting.holders. THE OFFER

Dissenters’ Rights. No Person who has validly exercised General Under Delaware law, holders of Piedmont common stock are entitled to dissenters’ rights of appraisal in connection with the Piedmont Merger, provided that such Person’s dissenting rights pursuant to section 238 holders meet all of the Cayman Companies Law shall be entitled to receive the Merger Consideration as provided conditions set forth in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 262 of the Cayman Companies Law Delaware General Corporation Law, which we refer to as Section 262. Pursuant to Section 262, Piedmont stockholders who do not vote in favor of the Piedmont Xxxxxx and who comply with respect the applicable requirements of Section 262 will have the right to any Dissenting Sharesseek appraisal of the fair value of such shares as determined by the Delaware Chancery Court if the Piedmont Merger is completed. It is possible that the fair value as determined by the Delaware Chancery Court may be more or less than, such Company Shares shall cease or the same as, the Piedmont merger consideration. Piedmont stockholders electing to exercise appraisal rights must comply with the strict procedures set forth in Section 262 in order to demand and perfect their rights. Piedmont stockholders wishing to preserve their rights to appraisal must make a demand for appraisal as described below. The following is intended as a brief summary of the material provisions of Section 262 required to be Dissenting Sharesfollowed by dissenting Piedmont stockholders wishing to demand and perfect their appraisal rights. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; providedThis summary, however, is not a complete statement of all applicable requirements and is subject to and qualified in its entirety by reference to Section 262, the full text of which appears in Annex A to this proxy statement. Under Section 262, Piedmont is required to notify stockholders not less than 20 days before the special meeting to vote on the Piedmont Merger that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting appraisal rights under the Cayman Companies Law shall cease will be available. A copy of Section 262 must be included with that notice. This document constitutes Piedmont’s notice to be Dissenting Shares and shall be deemed to have been cancelled in consideration for, as its stockholders of the Effective Time, the right to receive the Merger Consideration, without interest thereon, availability of appraisal rights in the manner provided in Section 2.01(c), and Parent shall promptly deposit or cause to be deposited connection with the Paying Agent any additional funds necessary to pay in full Piedmont Merger under Section 262 of the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ rights of dissent and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Delaware General Corporation Law. The Company shall not, except with the prior written consent A copy of Parent, voluntarily make any payment with respect Section 262 is attached as Annex A to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meetingthis proxy statement.

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant Shares of Company Common Stock and Company Preferred Stock that have not been voted for approval of this Agreement or consented thereto in writing and with respect to section 238 of which a demand for payment and appraisal have been properly made in accordance with the Cayman Companies Law shall DGCL ("Dissenting Shares") will not be entitled converted into the right to receive the Merger Consideration as provided in Section 2.01(c) otherwise payable with respect to such shares of Company Common Stock or Company Preferred Stock at or after the Effective Time, but will be converted into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to such Dissenting Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under pursuant to the Cayman Companies Lawlaws of the State of Delaware. If a holder of Dissenting Shares effectively (a "Dissenting Stockholder") withdraws its dissent his or loses its dissenting rights pursuant to section 238 her demand for such payment and appraisal or becomes ineligible for such payment and appraisal, then, as of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders or the occurrence of such event of withdrawal or ineligibility, whichever last occurs, such holder's Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall will cease to be Dissenting Shares and shall will be deemed to have been cancelled in consideration for, as of the Effective Time, converted into the right to receive receive, and will be exchangeable for, the Merger Consideration, without interest thereon, Consideration in accordance with this Agreement. The Company will give Parent prompt notice of any demand received by the manner provided in Section 2.01(c)Company from a Dissenting Stockholder for appraisal of shares of Company Common Stock or Company Preferred Stock, and Parent shall promptly deposit or cause have the right to be deposited with the Paying Agent any additional funds necessary to pay participate in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ rights of dissent and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Lawsuch demand. The Company shall notagrees that, except with the prior written consent of Parent, or as required under the DGCL, it will not voluntarily make any payment with respect to, or settle or offer or agree to settle, any demands such demand for appraisal. Each Dissenting Stockholder who, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection pursuant to the Merger are served by any shareholders provisions of the Company DGCL, becomes entitled to payment of the value of the Dissenting Shares will receive payment therefor but only after the value therefor has been agreed upon or finally determined pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization such provisions. Any portion of the Merger on Consideration that would otherwise have been payable with respect to Dissenting Shares if such shareholders pursuant to section 238(4) shares of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Common Stock or Company Shareholders MeetingPreferred Stock were not Dissenting Shares will be retained by Parent.

Dissenters’ Rights. No Person who has validly exercised Notwithstanding anything contained herein to the contrary, any Dissenting Shares shall not be converted into the right to receive the cash amount provided for in Section 2.7(a), but shall instead be converted into the right to receive such Person’s dissenting rights fair value as may be determined to be due with respect to any such Dissenting Shares pursuant to section Section 238 of the Cayman Companies Law shall be entitled to receive the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies LawIslands Act. If a Each holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights who, pursuant to section the provisions of the Cayman Islands Act, becomes entitled to payment thereunder for such shares in accordance with Section 238 of the Cayman Companies Law Islands Act shall receive payment therefor in accordance with respect the Cayman Islands Act (but only after the value therefor shall have been agreed upon or finally determined pursuant to the applicable provisions of the Cayman Islands Act). If, at any Dissenting Sharestime, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and any holders of Dissenting Shares shall not be entitled lose, relinquish or withdraw their status as holders of Dissenting Shares, then, subject to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section any applicable provisions of Section 238 of the Cayman Companies Law with respect to their shares; providedIslands Act, however, that all Dissenting Shares held by shareholders who any such shares shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to immediately be Dissenting Shares and shall be deemed to have been cancelled in consideration for, as of the Effective Time, converted into the right to receive the Merger Consideration, without interest thereon, cash payable pursuant to Section 2.7(a) in the manner provided in Section 2.01(c)respect of such shares as if such shares never had been Dissenting Shares, and Parent shall issue and deliver to the holder thereof, at (or as promptly deposit as practicable after) the applicable time or cause times specified in Section 2.8(c), following the satisfaction of the applicable conditions set forth in Section 2.8(e), the amount of cash to which such holder would be deposited with the Paying Agent any additional funds necessary to pay entitled in full the Merger Consideration so due and payable to respect thereof under this Section 2.7 as if such shareholdersshares never had been Dissenting Shares. The Company shall promptly give Parent (i) copies prompt notice of notices any notice served on or received by the Company pursuant to Section 238 of objectionthe Cayman Islands Act, notices of dissent, any written demands for appraisal, attempted and withdrawals of such demandsnotices, and any other instruments served pursuant to applicable Law that are the Cayman Islands Act and received by the Company relating to Company shareholders’ rights in respect of dissent and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies LawDissenting Shares. The Company shall take all necessary actions as required by Section 238 of the Cayman Islands Act in respect of any notice received thereunder, provided that it shall not, except with the prior written consent of ParentParent and Company Holders' Agent, voluntarily which consents shall not be unreasonably withheld, conditioned or delayed, or as otherwise required under the Cayman Islands Act, make any payment or offer to make any payment with respect to any demands for appraisalto, or settle or offer to settle settle, any claim or settle any such demands or approve any withdrawal demand in respect of any such demandsDissenting Shares. In To the event that any written notices extent the Company or Parent makes a payment to holders of objection to the Merger are served by any shareholders Dissenting Shares in excess of the Company consideration the Parent would have had to pay the holders pursuant to section 238(2Section 2.7(a) of if the Cayman Companies Lawholders had not dissented, the Company Holders shall serve written notice reimburse the Parent for such excess payment and any related costs and expenses (such as attorneys, accounting and other expert fees) by causing, subject to the procedures, including the claim dispute procedures, set forth in Article IX and the Escrow Agreement, the Escrow Agent to release the amount of such excess payment and related costs and expenses from the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingEscrow Fund.

Dissenters’ Rights. No Person who Each outstanding Bank Common Stock, the holder of which has validly exercised such Person’s dissenting perfected dissenters’ rights pursuant to section 238 in accordance with the provisions of the Cayman Companies Law shall be entitled to receive Florida Banking Code (the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting SharesDissent Provisions”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall has not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under such holder’s right to such appraisal (the Cayman Companies Law “Dissenting Bank Shares”), shall cease to not be Dissenting Shares and shall be deemed to have been cancelled in consideration for, as of the Effective Time, the converted into or represent a right to receive the Merger Consideration, without interest thereon, Exchange Shares and Cash Amount issuable in the manner provided in Section 2.01(c), and Parent merger but the holder thereof shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable entitled only to such shareholdersrights as are granted by the Dissent Provisions. The Company Bank shall promptly give Parent (i) copies BHC prompt notice upon receipt by Bank of notices of objection, notices of dissent, any written objection to the merger and any written demands for appraisalpayment of the fair value of the Bank Common Stock, attempted and of withdrawals of such demands, and any other instruments served provided to Bank pursuant to applicable Law that are received the Dissent Provisions (any shareholder duly making such demand being hereinafter called a “Dissenting Shareholder”). Each Dissenting Shareholder who becomes entitled, pursuant to the Dissent Provisions, to payment of fair value of any Bank Common Stock held by such Dissenting Shareholder shall receive payment therefor from Bank (but only after the amount thereof shall have been agreed upon or at the times and in the amounts required by the Company relating Dissent Provisions) and all of such Dissenting Shareholder’s Bank Common Stock shall be cancelled. If any Dissenting Shareholder shall have failed to Company shareholders’ rights perfect or shall have effectively withdrawn or lost such right to demand payment of dissent and (ii) fair value, the opportunity Bank Common Stock held by such Dissent Shareholder shall thereupon be deemed to direct or approve all offers, negotiations and proceedings with respect have been converted into the right to any demand for appraisal under receive the Cayman Companies Lawconsideration to be issued in the merger as provided in this Plan. The Company Any such consideration so issued shall not, except with be issued by the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any BHC without interest upon surrender by such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders holder of the Company pursuant to section 238(2) of certificate or certificates representing the Cayman Companies Law, shares held by the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meetingholder.

Dissenters’ Rights. No Person Notwithstanding anything to the contrary herein, any holder of Saehan Common Stock who is entitled to demand and who has validly properly exercised such Person’s dissenting a demand for dissenters’ rights pursuant to section 238 Section 1300 et seq. of the Cayman Companies Law CGCL (the “Dissenters’ Rights Statute”), and who shall not have failed to perfect, effectively withdrawn or lost such stockholder’s right to dissent under the Dissenters’ Rights Statute (each, a “Dissenting Shareholder,” and collectively, the “Dissenting Shareholders”), shall be entitled to receive and be paid the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person fair market value (the “Dissenting SharesPayment”) unless of the “dissenting shares” (as such term is defined in the Dissenters’ Rights Statute) in accordance with the Dissenters’ Rights Statute. After the amount of the Payment has been agreed upon or finally determined pursuant to the Dissenters’ Rights Statute, any Dissenting Shareholder entitled to the Payment pursuant to the Dissenters’ Rights Statute will be entitled to receive such Payment, and until such Person the “dissenting shares” will thereupon be cancelled. If any Dissenting Shareholder shall have failed to perfect, effectively withdrawn its dissent or lost such Person’s dissenting rights the right to dissent under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law Dissenters’ Rights Statute with respect to any Dissenting Sharesshares of Saehan Common Stock, such Company shares shall thereupon each be treated as though such share had been converted into the Merger Consideration. To the extent that a holder of Proposed Dissenting Shares shall cease fails to be Dissenting Shares. Each Dissenting Share shall be cancelled at perfect such holder’s dissenters’ rights under the Effective Time and holders of Dissenters’ Rights Statute, such Proposed Dissenting Shares shall not be treated as withdrawn dissenting shares under this Agreement. Each holder of dissenting shares who becomes entitled to receive payment for his or her Saehan Common Stock pursuant to the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 provisions of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who Dissenters’ Rights Statute shall have effectively withdrawn or lost their receive payment for such perfected dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled shares from Wilshire in consideration for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, in the manner provided in Section 2.01(c), and Parent shall promptly deposit or cause to be deposited accordance with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholdersDissenters’ Rights Statute. The Company Saehan shall promptly give Parent Wilshire (i) copies prompt notice of notices any notice or demand for appraisal or payment for shares of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are Saehan Common Stock received by the Company relating to Company shareholders’ rights of dissent Saehan and (ii) the opportunity to participate in and direct or approve all offers, negotiations and proceedings with respect to any such demand for appraisal under the Cayman Companies Lawor notices. The Company Saehan shall not, except with without the prior written consent of ParentWilshire, voluntarily make any payment with respect to any demands for appraisalto, or settle, offer to for settle or settle any such demands or approve any withdrawal of otherwise negotiate any such demands. In the event that any written notices “Proposed Dissenting Shares” means shares of objection Saehan Common Stock whose holders provide notice of dissent to Saehan prior to the Merger are served by any shareholders Saehan Shareholder Meeting and do not vote in favor of the Company pursuant to section 238(2) of Merger, in each case in accordance with the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingDissenters’ Rights Statute.

Dissenters’ Rights. No Person who has validly exercised If holders of Nexcom Common Stock are entitled to dissenters' rights at the Effective Time of the Merger under Section 1300 et seq. of the California General Corporation Law, the shares as to which dissenters' rights are available ("DISSENTING SHARES") shall not be converted into the Merger Consideration on or after the Effective Time of the Merger, but shall instead be converted into the right to receive from the Surviving Corporation such Person’s dissenting rights consideration as may be determined to be due with respect to such Dissenting Shares pursuant to section 238 the California General Corporation Law. Each holder of Dissenting Shares (a "DISSENTING SHAREHOLDER") who, pursuant to the provisions of Section 1300 et seq. of the Cayman Companies Law California General Corporation Law, becomes entitled to payment of the value of shares of Nexcom Common Stock held by such Dissenting Shareholder shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). In the event of the legal obligation, after the Effective Time of the Merger, to deliver the Merger Consideration to any Dissenting Shareholder who shall have failed to make an effective demand for appraisal or shall have lost his status as a Dissenting Shareholder, the Surviving Corporation shall issue and deliver, upon surrender by such Dissenting Shareholder of his certificate or certificates representing shares of Nexcom Common Stock, the Merger Consideration to which such Dissenting Shareholder is then entitled under this Section 3.2 and Section 1300 et seq. of the California General Corporation Law. To the extent that ISSI or Nexcom makes any payment or payments in respect of any Dissenting Shares, ISSI shall be entitled to receive the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights recover under the Cayman Companies Law. If a holder terms of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 Section 10 hereof (by surrender of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders shares of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, in the manner provided in Section 2.01(c), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent ISSI Common Stock) (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals the aggregate amount by which such payment or payments exceed the aggregate Merger Consideration that otherwise would have been payable in respect of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ rights of dissent and shares plus (ii) the opportunity to direct aggregate fees and expenses (including reasonable attorneys' fees and expenses) incurred by ISSI or approve all offersthe Surviving Corporation in connection with calculating, negotiations and proceedings with respect to any demand for appraisal under settling or litigating the Cayman Companies Law. The Company shall notamount of, except with the prior written consent of Parentor making, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meetingpayment.

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant Shares of L360 Common Stock that have not been voted to section 238 of the Cayman Companies Law shall be entitled to receive approve the Merger Consideration as provided transaction contemplated by this Agreement or consented thereto in Section 2.01(c) writing and with respect to Company Shares owned by such Person which appraisal rights have been properly exercised in accordance with the FLBCA (“Dissenting Shares”) unless and until will not be converted into the right to receive the Merger Shares otherwise payable with respect to such Person shall have effectively withdrawn its dissent L360 Common Stock at or lost after the Effective Time, but will instead be converted into the right to receive from the Surviving Corporation such Person’s dissenting rights under consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the Cayman Companies Lawprovisions of the FLBCA. If a holder of Dissenting Shares effectively (a “Dissenting Shareholder”) withdraws its dissent his or loses its dissenting rights pursuant to section 238 her demand for such payment and appraisal or becomes ineligible for such payment and appraisal, then, as of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders or the occurrence of such event of withdrawal or ineligibility, whichever last occurs, such holder’s Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall will cease to be Dissenting Shares and shall will be deemed to have been cancelled in consideration for, as of the Effective Time, converted into the right to receive receive, and will be exchangeable for, the Merger Consideration, without interest thereon, Shares in accordance with Section 2.2 of this Agreement. L360 will give the manner provided in Section 2.01(c)Company and Merger Sub prompt notice of any demand received by L360 from a holder of Dissenting Shares for appraisal of such Dissenting Shareholder’s shares of L360 Common Stock, and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant have the right to applicable Law that are received by the Company relating to Company shareholders’ rights of dissent and (ii) the opportunity to direct or approve participate in all offers, negotiations and proceedings with respect to any demand for appraisal under such demand. Each Dissenting Shareholder who, pursuant to the Cayman Companies Lawprovisions of the FLBCA, becomes entitled to payment of the value of the Dissenting Shares will receive payment therefor but only after the value therefor has been agreed upon or finally determined pursuant to such provisions. The Company shall not, except with Any portion of the prior written consent of Parent, voluntarily make any payment Merger Shares that would otherwise have been payable with respect to any demands for appraisal, offer to settle or settle any Dissenting Shares if such demands or approve any withdrawal shares of any such demands. In the event that any written notices of objection L360 Common Stock were not Dissenting Shares will be issued to the Merger are served by any shareholders other L360 Shareholders, as a result of an adjustment to the Company pursuant to section 238(2) of the Cayman Companies LawConversion Rate, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meetingas described in Section 2.1(a).

Dissenters’ Rights. No Person Notwithstanding any other provision of this Agreement to the contrary, shares of Home Building Bancorp Common Stock that are outstanding immediately prior to the Effective Time and which are held by shareholders who has validly exercised such Person’s dissenting rights pursuant to section 238 shall have not voted in favor of the Cayman Companies Law Merger or consented thereto in writing and who properly shall have demanded payment of the fair value for such shares in accordance with the IBCL (collectively, the "DISSENTERS' SHARES") shall not be converted into or represent the right to receive the Merger Consideration. Such shareholders instead shall be entitled to receive the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 payment of the Cayman Companies Law fair value of such shares held by them in accordance with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 provisions of the Cayman Companies Law with respect to their shares; providedIBCL, however, except that all Dissenting Dissenters' Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights as dissenting rights shareholders under the Cayman Companies Law IBCL shall cease to be Dissenting Shares and shall thereupon be deemed to have been cancelled in consideration forconverted into and to have become exchangeable, as of the Effective Time, for the right to receive the Merger Considerationreceive, without any interest thereon, the Merger Consideration upon surrender in the manner provided in Section 2.01(c)SECTION 2.7 of the Certificate(s) that, and Parent immediately prior to the Effective Time, evidenced such shares. Home Building Bancorp shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent First Bancorp (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisalpayment of fair value of any shares of Home Building Bancorp Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the IBCL and received by the Company Home Building Bancorp relating to Company shareholders’ ' dissenters' rights of dissent and (ii) the opportunity to direct or approve participate in all offers, negotiations and proceedings with respect to any demand for appraisal demands under the Cayman Companies LawIBCL consistent with the obligations of Home Building Bancorp thereunder. The Company Home Building Bancorp shall not, except with the prior written consent of ParentFirst Bancorp, voluntarily (x) make any payment with respect to any demands for appraisalsuch demand, (y) offer to settle or settle any such demands demand for payment of fair value or approve (z) waive any withdrawal failure to timely deliver a written demand for payment of fair value or timely take any such demands. In other action to perfect payment of fair value rights in accordance with the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingIBCL.

Dissenters’ Rights. No Person Any provision of this Agreement to the contrary notwithstanding, if required by the BCA (but only to the extent required thereby), Catapult Shares that are issued and outstanding immediately prior to the Effective Time and that are held by holders thereof who has validly exercised such Person’s dissenting rights pursuant to section 238 have not voted in favor of the Cayman Companies Law shall be adoption of this Agreement or consented thereto in writing and who are entitled to receive the Merger Consideration as provided in Section 2.01(c) demand and who have properly exercised appraisal rights with respect to Company Shares owned by such Person thereto in accordance with, and who have complied with, Section 14A:11.1 et seq. of the BCA (the “Dissenting Shares”) unless and until will not be converted into the right to receive the Merger Consideration, but instead holders of such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not will be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all appraised value of such Dissenting Shares held by shareholders who shall have in accordance with the provisions of such Section 14A:11.1 et seq. of the BCA unless and until any such holder fails to perfect or effectively withdrawn withdraws or lost their dissenting loses its rights to appraisal and payment under the Cayman Companies Law shall cease BCA. If, after the Effective Time, any such holder fails to be perfect or effectively withdraws or loses such right, such Dissenting Shares will thereupon be treated as if they had been converted into and shall be deemed to have been cancelled in consideration become exchangeable for, as of at the Effective Time, the right to receive the Merger Consideration, without any interest thereon, in and Cerberus shall remain liable for payment of the manner Merger Consideration for such Shares. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided in Section 2.01(c14A:11.1 et seq. of the BCA and as provided in this Section 2.1(f), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly Catapult will give Parent Cerberus (i) copies prompt notice of notices any demands received by Catapult for appraisals of objection, notices of dissent, any written demands for appraisalShares, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the BCA and received by the Company Catapult relating to Company shareholdersstockholders’ rights of dissent appraisal and (ii) the opportunity to direct or approve participate in all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Lawsuch notices and demands. The Company Catapult shall not, except with the prior written consent of ParentCerberus, voluntarily make any payment with respect to any demands for appraisalappraisal or settle, or offer to settle or settle any such demands or approve any withdrawal of agree to settle, any such demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meeting.

Dissenters’ Rights. No Person (a) Notwithstanding any other provision of this Agreement to the contrary, shares of Company Capital Stock, if any, held by a holder who has validly exercised properly made a demand for appraisal or dissenters’ rights of such Person’s dissenting rights pursuant to section 238 shares in accordance with Section 262 of Delaware Law or Chapter 13 of the Cayman Companies California Corporations Code, as amended (“California Law”), as applicable, (any such shares being referred to as “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal or dissenters’ rights under Section 262 of Delaware Law shall be entitled to receive the Merger Consideration or Chapter 13 of California Law, as provided in Section 2.01(c) applicable, with respect to Company Shares owned by such Person shares), will not be converted into or represent the right to receive cash in accordance with Section 1.5 (“Dissenting Conversion of Shares”) unless and until ), but will be converted into the right to receive such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant consideration as may be determined to section 238 of the Cayman Companies Law be due with respect to any such Dissenting SharesShares pursuant to Delaware Law or California Law, as applicable (and at the Effective Time, such Company Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to be Dissenting Shares. Each Dissenting Share exist, and such holder shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled cease to receive the Merger Consideration have any rights with respect to their Company Shares thereto, except the rights set forth in Section 262 of Delaware Law and shall instead be entitled to receive only the payment resulting from the procedure in section 238 Chapter 13 of the Cayman Companies Law with respect to their sharesCalifornia Law); provided, however, that all if a holder of Dissenting Shares held by shareholders who shall have effectively withdrawn (a “Dissenting Stockholder”) withdraws, has failed to perfect or lost their dissenting rights under otherwise loses such holder’s demand for such payment and appraisal or becomes ineligible for such payment and appraisal then, as of the Cayman Companies Law shall later of the Effective Time or the date on which such Dissenting Stockholder withdraws such demand or otherwise becomes ineligible for such payment and appraisal, such holder’s Dissenting Shares will cease to be Dissenting Shares (and shall the right of such holder to be deemed to have been cancelled in consideration for, as paid the fair value of the Effective Time, such holder’s Dissenting Shares under Section 262 of Delaware Law or Chapter 13 of California Law will cease) and will be converted into the right to receive the Merger Considerationreceive, without interest thereonor duplication, a cash payment determined in accordance with and subject to the manner provided provisions of Section 1.5 (Conversion of Shares) upon surrender of the certificate representing such shares in Section 2.01(c), and Parent shall promptly deposit or cause to be deposited accordance with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent terms of Section 1.13 (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ rights of dissent and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingExchange/Payment).

Dissenters’ Rights. No Person who has validly exercised Notwithstanding anything in this Agreement to the contrary, shares of CABF Common Stock issued and outstanding immediately prior to the Effective Time as to which the holder of such Person’s dissenting rights pursuant to section 238 shares shall have (i) not voted in favor of the Cayman Companies Merger nor consented thereto in writing, (ii) properly complied with the provisions of the SCBCA as to dissenters’ rights and any other Applicable Law and (iii) not effectively withdrawn or lost such holder’s rights to dissent/appraisal (each, an “Appraisal Share”), if any, shall not be entitled converted into the right to receive the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights payable pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting SharesSection 2.7, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled but instead at the Effective Time and holders shall become the right to payment, solely from the Surviving Corporation, of Dissenting the fair value of such shares in accordance with the provisions of the SCBCA. At the Effective Time, all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist. Notwithstanding the foregoing, if any such holder (A) fails to perfect or otherwise shall waive, withdraw or lose the right to dissent/appraisal under the SCBCA, (B) fails to establish his entitlement to dissent/appraisal rights as provided in the SCBCA, or (C) fails to take any action the consequence of which is that such holder is not be entitled to receive payment for his shares under the Merger Consideration with respect to their Company Shares and SCBCA or a court of competent jurisdiction shall instead be determine that such holder is not entitled to receive only the payment resulting from relief provided by the procedure in section 238 SCBCA, then the right of such holder to be paid the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting fair value of such holder’s Appraisal Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law SCBCA shall be forfeited and cease to be Dissenting and if such forfeiture shall occur following the Closing Date, each of such holder’s Appraisal Shares and shall be deemed to have been cancelled in consideration for, as of converted at the Effective TimeTime into, and shall have become, the right to receive the Merger Considerationreceive, without interest thereon, in the manner provided in Section 2.01(c), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable pursuant to such shareholdersSection 2.7. The Company CABF shall promptly give deliver prompt notice to Parent (i) copies of notices any exercise of objection, notices of dissent, any written dissenters’ rights or demands for appraisal, attempted withdrawals appraisal of such demands, any shares of CABF Common Stock and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ rights of dissent and (ii) provide Parent with the opportunity to direct or approve participate in all offers, negotiations and proceedings with respect to any demand exercise of dissenter’s rights or demands for appraisal under the Cayman Companies LawSCBCA. The Company Prior to the Effective Time, CABF shall not, except with without 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 any such demands or approve any withdrawal of settle, any such demands. In the event that , or agree to do any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meetingforegoing.

Dissenters’ Rights. No Person Notwithstanding any other provision ------------------ of this Agreement to the contrary, shares of Target Common Stock that are outstanding immediately prior to the Effective Time and which are held by stockholders who has validly exercised such Person’s dissenting rights pursuant to section 238 shall have not voted in favor of the Cayman Companies Law Merger or consented thereto in writing and who properly shall have demanded appraisal for such shares in accordance with the MGCL (collectively, the "DISSENTERS' SHARES") shall not be converted into or represent the right to receive the Merger Consideration. Such stockholders instead shall be entitled to receive the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 payment of the Cayman Companies Law appraised value of such shares held by them in accordance with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 provisions of the Cayman Companies Law with respect to their shares; providedMGCL, however, except that all Dissenting Dissenters' Shares held by shareholders stockholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their dissenting rights to appraisal of such shares under the Cayman Companies Law MGCL shall cease to be Dissenting Shares and shall thereupon be deemed to have been cancelled in consideration forconverted into and to have become exchangeable, as of the Effective Time, for the right to receive the Merger Considerationreceive, without any interest thereon, the Merger Consideration upon surrender in the manner provided in Section 2.01(c)SECTION 1.4 of the Target Certificate or Target Certificates that, and Parent immediately prior to the Effective Time, evidenced such shares. Target shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent Acquiror (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisalappraisal of any shares of Target Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the MGCL and received by the Company Target relating to Company shareholders’ stockholders' rights of dissent appraisal, and (ii) the opportunity to direct or approve participate in all offers, negotiations and proceedings with respect to any demand for appraisal demands under the Cayman Companies LawMGCL consistent with the obligations of Target thereunder. The Company Target shall not, except with the prior written consent of ParentAcquiror, voluntarily (x) make any payment with respect to any demands for appraisalsuch demand, (y) offer to settle or settle any such demands demand for appraisal or approve (z) waive any withdrawal of failure to timely deliver a written demand for appraisal or timely take any such demands. In other action to perfect appraisal rights in accordance with the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingMGCL.

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant Shares of Company Capital Stock (as defined below) that have not been voted in favor of this Agreement and with respect to section 238 which a demand for payment and appraisal have been properly made in accordance with Section 262 of the Cayman Companies Law shall DGCL (“Dissenting Shares”), will not be entitled converted into the right to receive the Merger Consideration otherwise payable with respect to such shares of Company Capital Stock at or after the Effective Time, but will be converted into the right to receive such consideration as provided may be determined to be due with respect to such Dissenting Shares pursuant to the laws of the State of Delaware. Shares of Company Capital Stock with respect to which dissenters’ rights have not terminated (as evidenced by the failure of the holder of such shares of Company Capital Stock to vote for approval of this Agreement or to submit a letter of transmittal in the form of Exhibit G attached hereto (a “Letter of Transmittal”) to the Paying Agent in accordance with Section 2.01(c2.7(i) with respect to such shares of Company Shares owned Capital Stock) will not be converted into the right to receive the Merger Consideration otherwise payable with respect to such shares of Company Capital Stock at or after the Effective Time until the earliest of approval of this Agreement by such Person (“Dissenting Shares”) unless holder, submission of a Letter of Transmittal by such holder or the expiration of the statutory period for demand for payment and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Lawappraisal. If a holder of Dissenting Shares effectively (a “Dissenting Stockholder”) withdraws his, her or its dissent demand for such payment and appraisal or loses its dissenting rights pursuant to section 238 becomes ineligible for such payment and appraisal, then, as of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders or the occurrence of such event of withdrawal or ineligibility, whichever last occurs, such holder’s Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall will cease to be Dissenting Shares and shall will be deemed to have been cancelled in consideration for, as of the Effective Time, converted into the right to receive the Merger Consideration, without interest thereon, in the manner provided in Section 2.01(c)receive, and Parent shall promptly deposit or cause to will be deposited with the Paying Agent any additional funds necessary to pay in full exchangeable for, the Merger Consideration so due and payable into which such shares of Company Capital Stock would have been converted pursuant to such shareholdersSection 2.7. The Company shall promptly will give Parent (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are demand received by the Company relating from a holder of Dissenting Shares for appraisal of shares of Company Capital Stock, and Parent (and the Stockholders’ Representative post-Closing, at his expense) shall have the right to Company shareholders’ rights of dissent and (ii) the opportunity to direct or approve participate in all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Lawsuch demand. The Company shall notagrees that, except with the prior written consent of Parent, or as required under the DGCL, it will not voluntarily make any payment with respect to, or settle or offer or agree to settle, any demands such demand for appraisal. Each Dissenting Stockholder who, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection pursuant to the Merger are served by any shareholders provisions of Section 262 of the DGCL, becomes entitled to payment of the value of the Dissenting Shares will receive payment therefor from the Company but only after the value therefor has been agreed upon or finally determined pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization such provisions. Any portion of the Merger on Consideration that would otherwise have been payable with respect to Dissenting Shares if such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingShares were not Dissenting Shares will be retained by Parent.

Dissenters’ Rights. No Person Notwithstanding any provision of this Agreement to the contrary and to the extent available under the Cayman Act, Company Shares that are outstanding immediately prior to the Merger Effective Date and that are held by shareholders of the Company who has validly exercised shall have demanded properly in writing dissenters’ rights for such Person’s dissenting rights pursuant to section Company Shares in accordance with Section 238 of the Cayman Companies Law Act and otherwise complied with all of the provisions of the Cayman Act relevant to the exercise and perfection of dissenters’ rights (the “Dissenting Company Shares”) shall not be entitled converted into, and such shareholders shall have no right to receive receive, the Merger Consideration as provided in Section 2.01(c) with respect applicable merger consideration unless and until such shareholder fails to perfect or withdraws or otherwise loses his, her or its right to dissenters’ rights under the Cayman Act. The Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent any shareholder of the Company who fails to perfect or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares who effectively withdraws or otherwise loses his, her or its dissent or loses its dissenting dissenters’ rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares Act shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall thereupon be deemed to have been cancelled in consideration converted into, and to have become exchangeable for, as of the Merger Effective TimeDate, the right to receive the Merger Considerationapplicable merger consideration, without any interest thereon. Prior to the Closing, in the manner provided in Section 2.01(c), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent Purchaser (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisal, attempted dissenters’ rights received by the Company and any withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the Cayman Act and received by the Company relating to Company shareholders’ the exercise of any rights of dissent from the Merger or appraisal rights and (ii) the opportunity to direct or approve participate in all offers, negotiations and proceedings with respect to any such notice of dissenter right or demand for appraisal under the Cayman Companies LawAct. The Company shall not, except with the prior written consent of ParentPurchaser, voluntarily make any offers or payment with respect to any exercise by a shareholder of its rights to dissent from the Merger or any demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meeting.

Dissenters’ Rights. No Person Notwithstanding anything in this Agreement to the contrary, any shares of Company Capital Stock outstanding immediately prior to the Effective Time and held by a holder who has validly properly exercised such Person’s dissenting the holder's appraisal rights pursuant to section 238 in accordance with Section 262 of the Cayman Companies DGCL or any successor provision, or other applicable Law shall providing for dissenting stockholders' appraisal rights ("Dissenting Shares") will not be entitled converted into, or represent the right to receive receive, any of the Net Merger Consideration (including without limitation any part of the Closing Payment or the Escrow Amount), unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder's right to appraisal and payment under the DGCL, or such other applicable Law. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses his right to appraisal, then such Dissenting Shares will thereupon be treated as if they had been converted as of the Effective Time as provided in Section 2.01(c2.1(b) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration for, as of the Effective Time, into the right to receive the Net Merger ConsiderationConsideration to which such holder is entitled in respect of such shares of Series G Preferred Stock under Section 2.1(b) of this Agreement (if any), without interest or dividends thereon, upon the surrender of the Certificate(s) which formerly represented such Dissenting Shares, in the manner provided in Section 2.01(c)2.4; provided that only holders of such former Dissenting Shares that were shares of Series G Preferred Stock that were issued and outstanding immediately prior to the Effective Time will be entitled to receive any Net Merger Consideration and will only be entitled to receive any Net Merger Consideration that, under the provisions of Section 2.1(b) hereof, is payable with respect to such shares of Series G Preferred Stock that were issued and outstanding, and Parent shall promptly deposit or cause held by such holder, immediately prior to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholdersEffective Time. The Company shall promptly will give Parent the Purchaser (ia) copies prompt notice of notices any demands received by the Company for appraisal of objection, notices shares of dissent, any written demands for appraisalCompany Capital Stock, attempted withdrawals of such demands, demands and any other instruments instrument served pursuant to the DGCL, or other applicable Law that are Law, and received by the Company relating to Company shareholders’ Stockholders' rights of dissent appraisal, and (iib) the opportunity to direct or approve all offers, negotiations and proceedings with respect to any demand demands for appraisal under the Cayman Companies DGCL, or other applicable Law. The Company shall notwill not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingPurchaser.

Dissenters’ Rights. No Person who Notwithstanding any provision of this Agreement to the contrary, each outstanding Target Share, the holder of which has validly exercised demanded and perfected such Personholder’s dissenting rights pursuant right to section 238 dissent from the Merger and to be paid the fair value of such share in accordance with RCW 23B.13 as of the Cayman Companies Law shall be entitled to receive the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person Effective Time (“Dissenting SharesShare”) unless ), and until such Person shall have which has not effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 dissenters’ right, will not be converted into any of the Cayman Companies Law with respect to any Dissenting Acquisition Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at but the Effective Time and holders of Dissenting Shares shall not holder thereof will be entitled only to receive such rights as are granted by the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their sharesState Corporation Law; provided, however, that all any holder of Dissenting Shares held by shareholders who shall will have effectively failed to perfect or will have withdrawn or lost their dissenting his, her or its dissenters’ rights with respect to such Dissenting Shares, in each case under the Cayman Companies Law shall cease State Corporation Law, will forfeit the right to be appraisal of such Dissenting Shares, and such Dissenting Shares and shall will be deemed to have been cancelled in consideration forconverted into, as of the Effective Time, the right to receive the Merger Considerationapplicable Acquisition Shares, without interest thereon, at such times and in the manner provided in Section 2.01(c), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of percentages as such demands, and any other instruments served pursuant to applicable Law that Acquisition Shares are received by other Target Shareholders. The Target shall give the Company relating Purchaser prompt written notice of any notice of intent to Company shareholdersdemand dissenters’ rights pursuant to the State Corporation Law and received by the Target. The Target hereby covenants that it will provide to each holder of dissent Target Shares such notices as required by and (ii) in accordance with RCW 23B.13. Notwithstanding anything to the opportunity contrary contained in this Section 2.4 if the Merger is rescinded or abandoned, then the right of any holder of Target Shares to direct or approve be paid the fair value of such Dissenting Shares will cease. The Surviving Company shall comply with all offers, negotiations and proceedings of its obligations under the State Corporation law with respect to holders of Dissenting Shares, and as of the Effective Time, the Purchaser hereby assumes any demand obligation in connection with payment of fair value for appraisal under the Cayman Companies Law. The Company shall not, except such Dissenting Shares and all expenses in connection with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingSurviving Company’s dissenters’ rights obligations as provided in RCW 23B.13.

Dissenters’ Rights. No Person Notwithstanding any other provision of this Agreement to the contrary, shares of CFB Common Stock that are outstanding immediately before the Effective Time and which are held by shareholders who has validly exercised such Person’s dissenting rights pursuant to section 238 shall have not voted in favor of the Cayman Companies Law Merger or consented thereto in writing and who properly shall have demanded payment of the fair value for such shares in accordance with the IFIA (collectively, the “Dissenters’ Shares”) shall not be converted into or represent the right to receive the Merger Consideration. Such shareholders instead shall be entitled to receive the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 payment of the Cayman Companies Law fair value of such shares held by them in accordance with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 provisions of the Cayman Companies Law with respect to their shares; providedIFIA, however, except that all Dissenting Dissenters’ Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights as dissenting rights shareholders under the Cayman Companies Law IFIA shall cease to be Dissenting Shares and shall thereupon be deemed to have been cancelled in consideration forconverted into and to have become exchangeable, as of the Effective Time, for the right to receive the Merger Considerationreceive, without any interest thereon, the Merger Consideration upon surrender in the manner provided in Section 2.01(c)2.6 of the Certificate(s) that, and Parent immediately before the Effective Time, evidenced such shares. CFB shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent First Savings (i) copies prompt written notice of notices of objection, notices of dissent, any written demands for appraisalpayment of fair value of any shares of CFB Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the IFIA and received by the Company CFB relating to Company shareholders’ dissenters’ rights of dissent and (ii) the opportunity to direct or approve participate in all offers, negotiations and proceedings with respect to any demand for appraisal demands under the Cayman Companies LawIFIA consistent with the obligations of CFB thereunder. The Company CFB shall not, except with the prior written consent of ParentFirst Savings, voluntarily (x) make any payment with respect to any demands for appraisalsuch demand, (y) offer to settle or settle any such demands demand for payment of fair value or approve (z) waive any withdrawal failure to timely deliver a written demand for payment of fair value or timely take any such demands. In other action to perfect payment of fair value rights in accordance with the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingIFIA.

Dissenters’ Rights. No Person Notwithstanding any other ------------------ provision of this Agreement to the contrary, shares of ABC Common Stock that are outstanding immediately prior to the Effective Time and which are held by stockholders who has validly exercised such Person’s dissenting rights pursuant to section 238 shall have not voted in favor of the Cayman Companies Law Merger or consented thereto in writing and who properly shall have demanded appraisal for such shares in accordance with Sections 33-855 to 33-872, inclusive, of the Connecticut General Statutes Annotated (the "APPRAISAL STATUTES") (collectively, the "DISSENTERS' SHARES") shall not be converted into or represent the right to receive the Merger Consideration. Such stockholders instead shall be entitled to receive the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 payment of the Cayman Companies Law appraised value of such shares held by them in accordance with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 provisions of the Cayman Companies Law with respect to their shares; providedAppraisal Statutes, however, except that all Dissenting Dissenters' Shares held by shareholders stockholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their dissenting rights to appraisal of such shares under the Cayman Companies Law Appraisal Statutes shall cease to be Dissenting Shares and shall thereupon be deemed to have been cancelled in consideration forconverted into and to have become exchangeable, as of the Effective Time, for the right to receive the Merger Considerationreceive, without any interest thereon, the Merger Consideration upon surrender in the manner provided in Section 2.01(c)SECTION 1.4 of the ABC Certificate or ABC Certificates that, and Parent immediately prior to the Effective Time, evidenced such shares. ABC shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent AFH (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisalappraisal of any shares of ABC Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the Appraisal Statutes and received by the Company ABC relating to Company shareholders’ stockholders' rights of dissent appraisal, and (ii) the opportunity to direct or approve participate in all offers, negotiations and proceedings with respect to any demand for appraisal demands under the Cayman Companies LawAppraisal Statutes consistent with the obligations of ABC thereunder. The Company ABC shall not, except with the prior written consent of ParentAFH, voluntarily (x) make any payment with respect to any demands for appraisalsuch demand, (y) offer to settle or settle any such demands demand for appraisal or approve (z) waive any withdrawal of failure to timely deliver a written demand for appraisal or timely take any such demands. In other action to perfect appraisal rights in accordance with the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingAppraisal Statutes.

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant Notwithstanding anything in this Agreement to section 238 of the Cayman Companies Law shall be entitled to receive the Merger Consideration as provided in Section 2.01(c) with respect to contrary, any Company Shares owned by such Person (“Dissenting Shares”) unless which are issued and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant outstanding immediately prior to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders which are held by stockholders of the Company who shall not have voted such Company Shares in favor of the adoption of the Merger and who shall have delivered a written demand for the appraisal of such Shares in the manner provided in Section 262 of the DGCL ("Dissenting Shares Shares") shall not be entitled converted as described in Section 2.2 hereof but instead shall become the right to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law appraisal value of such shares in accordance with respect to their sharesthe provisions of Section 262 of the DGCL; provided, however, that (i) if any holder of Dissenting Shares shall subsequently withdraw such holder's demand for payment of the appraisal value of such Company Shares (within sixty (60) days of the Effective Time or with the consent of the Surviving Corporation by its directors), (ii) if any holder fails to comply with such Section 262 (unless the Surviving Corporation by its directors waives such failure), (iii) if the Parent abandons or is finally enjoined or prevented from carrying out the Merger, (iv) if the Surviving Corporation and any holder of Dissenting Shares will not have come to an agreement as to the appraisal value of such holder's Dissenting Shares, and neither such holder of Dissenting Shares nor the Surviving Corporation has filed or joined in a petition demanding a determination of the appraisal value of all Dissenting Shares held by shareholders who shall have effectively withdrawn within the period provided in Section 262 of the DGCL or lost their dissenting rights under the Cayman Companies Law shall cease to be (v) if any holder of Dissenting Shares otherwise loses (through failure to perfect or otherwise) the right to appraisal of the Dissenting Shares, the right and obligation of such holder or holders (as the case may be) to receive such appraisal value and to sell such Dissenting Shares shall terminate, and such Dissenting Shares shall thereupon be deemed to have been cancelled in consideration forextinguished and to have been converted, as of the Effective TimeTime of the Merger, into the right to receive the Adjusted Net Merger ConsiderationConsideration to which such holder would have otherwise been entitled, without interest thereon, in the manner provided in Section 2.01(c), and Parent shall promptly deposit or cause (except for any interest to which such holder would be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served entitled pursuant to applicable Law that are received by distribution of the Company relating to Company shareholders’ Escrow Fund). Persons who have perfected statutory rights of dissent and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal under Dissenting Shares as aforesaid shall not be paid by the Cayman Companies Law. The Company Surviving Corporation as provided in this Agreement and shall not, except with have only such rights as are provided by Section 262 of the prior written consent of Parent, voluntarily make any payment DGCL with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Company Shares and Adjusted Net Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingConsideration.

Dissenters’ Rights. No Person who has validly The holders of shares of Common Stock issued and outstanding immediately prior to the Effective Time as to which dissenters' appraisal rights shall have been duly exercised (or attempted to be exercised) under applicable Law (the "Dissenting Shares"), if any, shall (a) not be entitled to convert such Person’s dissenting rights pursuant shares into the right to section 238 of receive the Cayman Companies Law shall Per Share Merger Consideration and (b) be entitled to receive payment by the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 Surviving Corporation of the Cayman Companies Law appraised value of such shares determined in accordance with respect applicable Law, plus accrued interest thereon to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration extent required in accordance with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their sharesapplicable Law; provided, however, that all that, if any holder of Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights (i) shall, under the Cayman Companies Law circumstances permitted by applicable Law, subsequently deliver a written withdrawal of such holder's demand for such appraisal or (ii) fails to perfect or loses such holder's entitlement to such appraisal under applicable Law, such holder shall cease forfeit such right to be payment and such Dissenting Shares and shall thereupon be deemed to have been cancelled converted into the right to receive, without interest, the Per Share Merger Consideration in consideration for, respect of such Dissenting Shares as of the Effective Time. Payments in respect of any settlement of any demands for appraisal may be paid first from the Exchange Fund (provided, however, that the right amount paid to receive any such settling holder from the Merger Consideration, without interest thereon, in Exchange Fund shall not exceed the manner provided in Section 2.01(c), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the aggregate Per Share Merger Consideration so due and which would otherwise be payable with respect to such shareholderssettling holder pursuant to Section 2.5). The Company shall promptly give Parent (i) copies prompt notice to the Buyer of notices of objection, notices of dissent, any written demands for such appraisal, attempted any written withdrawals of such demands, demands and any other instruments document served pursuant to on the Company under applicable Law that are received by in respect thereof. The Buyer shall have the Company relating right to Company shareholders’ rights of dissent and (ii) the opportunity to direct or approve participate in all offers, negotiations and proceedings Proceedings with respect to any demand such demands for appraisal under the Cayman Companies Lawappraisal. The Company shall not, except with the prior written consent of Parent, voluntarily not offer or agree to make or make any payment with respect to any such demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands. In without the event that any prior written notices of objection to the Merger are served by any shareholders consent of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company Buyer (which shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meetingnot be unreasonably withheld).

Dissenters’ Rights. No Person Notwithstanding anything in this agreement to the contrary, Target Common Shares and Target D Preferred Shares, if any, issued and outstanding immediately prior to the Effective Time and held by a holder who has validly exercised such Person’s dissenting rights pursuant to section 238 not voted in favor of the Cayman Companies Law Merger and who has delivered a written demand for appraisal for such shares in accordance with Section 262 the DGCL (a "Dissenting Stockholder") shall not be entitled converted into the right to receive the Common Stock Merger Consideration or the Preferred Stock Merger Consideration, as applicable, as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) 3.1, unless and until such Person shall have holder fails to perfect or effectively withdrawn its dissent withdraws or lost otherwise loses such Person’s dissenting rights holder's right to appraisal under the Cayman Companies LawDGCL. If a holder of A Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 Stockholder may receive payment of the Cayman Companies Law with respect to any Dissenting fair value of the Target Common Shares or the Target D Preferred Shares, such Company Shares shall cease as applicable, issued and outstanding immediately prior to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders held by such Dissenting Stockholder ("Dissenting Shares") in accordance with the provisions of the DGCL, provided that such Dissenting Stockholder complies with Section 262 of the DGCL. At the Effective Time, all Dissenting Shares shall not be entitled cancelled and cease to exist and shall represent only the right to receive the Merger Consideration fair value thereof in accordance with respect the DGCL. If, after the Effective Time, any Dissenting Stockholder fails to their Company Shares and shall instead be entitled perfect or effectively withdraws or otherwise loses such Dissenting Stockholder's right to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; providedappraisal, however, that all such Dissenting Stockholder's Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to thereupon be Dissenting Shares and shall be deemed to have treated as if they had been cancelled in consideration forconverted, as of the Effective Time, into the right to receive the Common Stock Merger Consideration or the Preferred Stock Merger Consideration, without interest thereon, in the manner provided in Section 2.01(c), and Parent as applicable. Target shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (ia) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, demands for appraisal and any other instruments served pursuant to applicable Law that are received by under the Company relating to Company shareholders’ rights of dissent DGCL, and (iib) the opportunity to participate in and direct all negotiations, proceedings or approve all offers, negotiations and proceedings settlements with respect to any demand demands for appraisal under the Cayman Companies LawDGCL. The Company Target shall not, except with the prior written consent of Parent, not voluntarily make any payment with respect to any appraisal demands for appraisalappraisal and shall not, except with Parent's prior written consent, settle or offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meeting.

Dissenters’ Rights. No Person Notwithstanding any other provision of this Agreement to the contrary, shares of FNBO Common Stock that are outstanding immediately before the Bank Merger Effective Time and which are held by shareholders who has validly exercised such Person’s dissenting rights pursuant to section 238 shall have not voted in favor of the Cayman Companies Law Bank Merger or consented thereto in writing and who properly shall have demanded payment of the fair value for such shares in accordance with the NBA (collectively, the "Dissenters' Shares") shall not be converted into or represent the right to receive the Bank Merger Consideration. Such shareholders instead shall be entitled to receive the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 payment of the Cayman Companies Law fair value of such shares held by them in accordance with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 provisions of the Cayman Companies Law with respect to their shares; providedNBA, however, except that all Dissenting Dissenters' Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights as dissenting rights shareholders under the Cayman Companies Law NBA shall cease to be Dissenting Shares and shall thereupon be deemed to have been cancelled in consideration forconverted into and to have become exchangeable, as of the Bank Merger Effective Time, for the right to receive the Merger Considerationreceive, without any interest thereon, the Bank Merger Consideration upon surrender in the manner provided in Section 2.01(c)2.3 of the Certificate(s) that, and Parent immediately before the Bank Merger Effective Time, evidenced such shares. FNBO shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent First Savings (i) copies prompt written notice of notices of objection, notices of dissent, any written demands for appraisalpayment of fair value of any shares of FNBO Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the NBA and received by the Company FNBO relating to Company shareholders’ ' dissenters' rights of dissent and (ii) the opportunity to direct or approve participate in all offers, negotiations and proceedings with respect to any demand for appraisal demands under the Cayman Companies LawNBA consistent with the obligations of FNBO thereunder. The Company FNBO shall not, except with the prior written consent of ParentFirst Savings, voluntarily (x) make any payment with respect to any demands for appraisalsuch demand, (y) offer to settle or settle any such demands demand for payment of fair value or approve (z) waive any withdrawal failure to timely deliver a written demand for payment of fair value or timely take any such demands. In other action to perfect payment of fair value rights in accordance with the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingNBA.

Dissenters’ Rights. No Person who Each outstanding Bank Common Stock, the holder of which has validly exercised such Person’s dissenting perfected dissenters’ rights pursuant to section 238 in accordance with the provisions of the Cayman Companies Law shall be entitled to receive Florida Banking Code (the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting SharesDissent Provisions”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall has not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under such holder’s right to such appraisal (the Cayman Companies Law “Dissenting Bank Shares”), shall cease to not be Dissenting Shares and shall be deemed to have been cancelled in consideration for, as of the Effective Time, the converted into or represent a right to receive the Merger Consideration, without interest thereon, Exchange Shares issuable in the manner provided in Section 2.01(c), and Parent Merger but the holder thereof shall promptly deposit or cause be entitled only to be deposited with such rights as are granted by the Paying Agent Dissent Provisions. The Bank shall give BHC prompt notice upon receipt by Bank of any additional funds necessary written objection to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (i) copies of notices of objection, notices of dissent, any written demands for appraisalpayment of the fair value of the Bank Common Stock, attempted and of withdrawals of such demands, and any other instruments served provided to Bank pursuant to applicable Law that are received the Dissent Provisions (any shareholder duly making such demand being hereinafter called a “Dissenting Shareholder”). Each Dissenting Shareholder who becomes entitled, pursuant to the Dissent Provisions, to payment of fair value of any Bank Common Stock held by such Dissenting Shareholder shall receive payment therefor from Bank (but only after the amount thereof shall have been agreed upon or at the times and in the amounts required by the Company relating Dissent Provisions) and all of such Dissenting Shareholder’s Bank Common Stock shall be cancelled. If any Dissenting Shareholder shall have failed to Company shareholders’ rights perfect or shall have effectively withdrawn or lost such right to demand payment of dissent and (ii) fair value, the opportunity Bank Common Stock held by such Dissenting Shareholder shall thereupon be deemed to direct or approve all offers, negotiations and proceedings with respect have been converted into the right to any demand for appraisal under receive the Cayman Companies Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect consideration to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to be issued in the Merger are served as provided in this Agreement. Any such consideration so issued shall be issued by any shareholders the BHC without interest upon surrender by such holder of the Company pursuant to section 238(2) of certificate or certificates representing the Cayman Companies Law, shares held by the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meetingholder.

Dissenters’ Rights. No Person who has validly exercised If holders of Inbox Common Stock are entitled to dissenters' rights at the Effective Time of the Merger under Section 1300 et seq. of the CBCA, the shares as to which dissenters' rights are available ("DISSENTING SHARES") shall not be converted into Aspec Common Stock on or after the Effective Time of the Merger, but shall instead be converted into the right to receive from the Surviving Corporation such Person’s dissenting rights consideration as may be determined to be due with respect to such Dissenting Shares pursuant to section 238 the CBCA. Each holder of Dissenting Shares (a "DISSENTING SHAREHOLDER") who, pursuant to the provisions of Section 1300 et seq. of the Cayman Companies Law CBCA, becomes entitled to payment of the value of shares of Inbox Common Stock held by such Dissenting Shareholder shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). In the event of the legal obligation, after the Effective Time of the Merger, to deliver shares of Aspec Common Stock to any Dissenting Shareholder who shall have failed to make an effective demand for appraisal or shall have lost his status as a Dissenting Shareholder, the Surviving Corporation shall issue and deliver, upon surrender by such Dissenting Shareholder of his certificate or certificates representing shares of Inbox Common Stock, the shares of Aspec Common Stock to which such Dissenting Shareholder is then entitled under this Section 3.2 and Section 1300 et seq. of the CBCA. The Surviving Corporation will pay all sums due to holders of Dissenting Shares on account of such shares. To the extent that Aspec or Inbox makes any payment or payments in respect of any Dissenting Shares, Aspec shall be entitled to receive the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights recover under the Cayman Companies Law. If a holder terms of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 Section 10 hereof (by surrender of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders shares of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, in the manner provided in Section 2.01(c), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent Aspec Common Stock) (i) copies the aggregate amount by which such payment or payments exceed the aggregate amount of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals Aspec Common Stock and cash that otherwise would have been payable in respect of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ rights of dissent and shares plus (ii) the opportunity to direct aggregate fees and expenses (including reasonable attorneys' fees and expenses) incurred by Aspec or approve all offersthe Surviving Corporation in connection with calculating, negotiations and proceedings with respect to any demand for appraisal under settling or litigating the Cayman Companies Law. The Company shall notamount of, except with the prior written consent of Parentor making, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meetingpayment.

Dissenters’ Rights. No Person (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the Companies Act, SPAC Class A Ordinary Shares and SPAC Founders Shares that are outstanding immediately prior to the Initial Merger Effective Time and that are held by Persons who has validly exercised shall have demanded properly in writing dissenters’ rights for such Person’s dissenting rights pursuant to section SPAC Class A Ordinary Shares and SPAC Founders Shares in accordance with Section 238 of the Cayman Companies Law Act and otherwise complied with all of the provisions of the Companies Act relevant to the exercise and perfection of dissenters’ rights shall not be entitled converted into, and such SPAC shareholders shall have no right to receive receive, the Merger applicable SPAC Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn shareholder fails to perfect or withdraws or otherwise loses his, her or its dissent or lost such Person’s dissenting right to dissenters’ rights under the Cayman Companies LawAct. If a holder The SPAC Class A Shares and SPAC Founders Shares owned by any shareholder of Dissenting Shares the SPAC who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissent or loses its dissenting dissenters’ rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares Act shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall thereupon be deemed to have been cancelled in consideration converted into, and to have become exchangeable for, as of the Initial Merger Effective Time, the right to receive the Merger applicable SPAC Consideration, without any interest thereon. Prior to the Closing, in the manner provided in Section 2.01(c), and Parent SPAC shall promptly deposit or cause to be deposited with give the Paying Agent Company prompt notice of any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted dissenters’ rights received by the SPAC and any withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ rights of dissent and (ii) the opportunity to direct or approve SPAC shall have complete control over all offers, negotiations and proceedings with respect to any demand for appraisal under such dissenters’ rights (including the Cayman Companies Law. The Company shall not, except with the prior written consent of Parent, voluntarily ability to make any payment with respect to any exercise by a shareholder of its rights to dissent from the Initial Merger or any demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such dissenter rights or demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meeting).

Dissenters’ Rights. No Person Notwithstanding any other provision of this Agreement to the contrary, shares of Factory Point Bancorp Common Stock that are outstanding immediately prior to the Effective Time and which are held by shareholders who has validly exercised such Person’s dissenting rights pursuant to section 238 shall have not voted in favor of the Cayman Companies Law Merger or consented thereto in writing and who properly shall have demanded payment of the fair value for such shares in accordance with the DGCL (collectively, the “Dissenters’ Shares”) shall not be converted into or represent the right to receive the Merger Consideration. Such shareholders instead shall be entitled to receive the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 payment of the Cayman Companies Law fair value of such shares held by them in accordance with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 provisions of the Cayman Companies Law with respect to their shares; providedDGCL, however, except that all Dissenting Dissenters’ Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights as dissenting rights shareholders under the Cayman Companies Law DGCL shall cease to be Dissenting Shares and shall thereupon be deemed to have been cancelled in consideration forconverted into and to have become exchangeable, as of the Effective Time, for the right to receive the Merger Considerationreceive, without any interest thereon, the Merger Consideration upon surrender in the manner provided in Section 2.01(c)2.7 of the Certificate(s) that, and Parent immediately prior to the Effective Time, evidenced such shares. Factory Point Bancorp shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent Berkshire Hills Bancorp (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisalpayment of fair value of any shares of Factory Point Bancorp Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company Factory Point Bancorp relating to Company shareholders’ dissenters’ rights of dissent and (ii) the opportunity to direct or approve participate in all offers, negotiations and proceedings with respect to any demand for appraisal demands under the Cayman Companies LawDGCL consistent with the obligations of Factory Point Bancorp thereunder. The Company Factory Point Bancorp shall not, except with the prior written consent of ParentBerkshire Hills Bancorp, voluntarily (x) make any payment with respect to any demands for appraisalsuch demand, (y) offer to settle or settle any such demands demand for payment of fair value or approve (z) waive any withdrawal failure to timely deliver a written demand for payment of fair value or timely take any such demands. In other action to perfect payment of fair value rights in accordance with the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingDGCL.

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights Notwithstanding anything to the contrary herein, no Dissenting Shares shall be converted into the right to receive payment of the Steel Merger Consideration pursuant to section 238 the provisions of the Cayman Companies Law shall be entitled to receive the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) this Article III unless and until such Person the holder thereof shall have failed to perfect or shall have effectively withdrawn its dissent or lost such Personholder’s dissenting rights right to appraisal under the Cayman Companies Law. If a DGCL, and any holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 provided by Section 262 of the Cayman Companies Law DGCL with respect to their shares; providedsuch Dissenting Shares. If, howeverafter the Closing Effective Time, that all any Person who otherwise would be deemed to hold Dissenting Shares held by shareholders who shall have failed to properly perfect or shall have effectively withdrawn or lost their dissenting rights the right to appraisal under Section 262 of the Cayman Companies Law DGCL or if a court of competent jurisdiction shall cease finally determine that such Person is not entitled to relief provided by Section 262 of the DGCL with respect to any shares of Steel Common Stock, such shares of Steel Common Stock shall thereupon be Dissenting Shares and shall be deemed to have treated as though such shares of Steel Common Stock had been cancelled in consideration forconverted, as of the Closing Effective Time, into the right to receive the Steel Merger Consideration, Consideration without interest thereon, and less any required Tax withholding upon surrender of the Steel Certificates or Book-Entry Shares that formerly evidenced such shares of Steel Common Stock in the manner provided in Section 2.01(c), and Parent 3.2. Steel shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent Copper (i) copies written notice as promptly as practicable of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Applicable Law that are received by the Company Steel relating to Company shareholdersstockholders’ rights of dissent appraisal and (ii) the opportunity to direct or approve all offersparticipate in any proposed strategy, negotiations decision, negotiation and proceedings proceeding with respect to any demand demands for appraisal under the Cayman Companies Lawappraisal. The Company Steel shall not, except with the prior written consent of ParentCopper, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or demands, approve any withdrawal of any such demands. In demands or waive any failure to timely deliver a written demand for appraisal the event that any written notices of objection to the Merger are served by any shareholders provisions under Section 262 of the Company pursuant DGCL. Any amounts required to section 238(2) be paid to a holder in respect of the Cayman Companies Law, the Company any Dissenting Shares shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meetingbe paid by HoldCo.

Dissenters’ Rights. No Person In accordance with the DGCL, holders ------------------ of shares of Company Common Stock will not be entitled to appraisal rights. Notwithstanding any provision of this Agreement to the contrary, if and to the extent required by the DGCL, shares of Company Preferred Stock which are issued and outstanding immediately prior to the Effective Time and which are held by holders of such shares of Company Preferred Stock who has validly have properly exercised such Person’s dissenting appraisal rights pursuant to section 238 with respect thereto (the "Dissenting Preferred Stock") in -------------------------- accordance with Section 262 of the Cayman Companies Law DGCL, shall not be exchangeable for the right to receive shares of Newco Preferred Stock, and holders of such shares of Dissenting Preferred Stock shall be entitled to receive payment of the Merger Consideration as provided appraised value of such shares of Dissenting Preferred Stock in accordance with the provisions of Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) 262 of the DGCL unless and until such Person shall have holders fail to perfect or effectively withdrawn its dissent withdraw or lost such Person’s dissenting otherwise lose their rights to appraisal and payment under the Cayman Companies LawDGCL. If a If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such shares of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares Preferred Stock shall cease to thereupon be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time treated as if they had been converted into and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration become exchangeable for, as of at the Effective Time, the right to receive shares of Newco Preferred Stock, without any interest thereon. Notwithstanding anything to the contrary contained in this Section 2.11, if (i) the Merger Considerationis rescinded or abandoned or (ii) the stockholders of the Company revoke the authority to effect the Merger, without interest thereon, in then the manner provided in Section 2.01(c), and Parent shall promptly deposit or cause right of any stockholder to be deposited with paid the Paying Agent any additional funds necessary fair value of such stockholder's Dissenting Preferred Stock pursuant to pay in full Section 262 of the Merger Consideration so due and payable to such shareholdersDGCL shall cease. The Company shall promptly give Parent (i) copies Intel prompt notice of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ rights for appraisals of dissent and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Lawshares of Dissenting Preferred Stock. The Company shall not, except as required by applicable law or with the prior written consent of ParentIntel, voluntarily make any payment with respect to any demands for appraisal, appraisals or offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meeting.

Dissenters’ Rights. No Person Notwithstanding any provision of this Agreement to the contrary, any Member Shares that are issued and outstanding immediately prior to the Effective Time and that are held by an Interest Holder that has not voted in favor of the Merger or consented thereto in writing and who has validly exercised properly delivered a written notice of demand for appraisal of such Person’s dissenting rights pursuant to section 238 Member Shares in accordance with Article 10 of the Cayman Companies Law Georgia Limited Liability Company Act, if such Article 10 provides for appraisal rights for such Member Shares in the Merger (the "Dissenting Member Shares"), shall not be entitled converted into the right to receive the Merger Consideration as provided in Section 2.01(c) with respect to Company Parent Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent Interest Holder fails to perfect or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant right to section 238 appraisal and payment under Article 10 of the Cayman Companies Law with respect GLLCA. If, after the Effective Time, any such Interest Holder fails to any Dissenting Sharesperfect or effectively withdraws or loses its right to appraisal, such Company Dissenting Member Shares shall cease to thereupon be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have treated as if they had been cancelled in consideration for, converted as of the Effective Time, Time into the right to receive the Merger ConsiderationParent Shares to which such Interest Holder is entitled, without interest or dividends thereon, in the manner provided in Section 2.01(c), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (i) copies prompt notice of notices of objection, notices of dissent, any written notice or demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are appraisal or payment for Member Shares received by the Company relating to Company shareholders’ rights of dissent and (ii) the opportunity to participate in an direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Lawsuch demands or notices. The Company shall not, except with without the prior written consent of Parent, voluntarily 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. In Any amounts paid to holders of Dissenting Member Shares in an appraisal proceeding shall be paid by the event that any written notices Surviving Corporation out of objection its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Member Share, if any, shall be canceled after payment in respect thereof has been made to the Merger are served by any shareholders holder thereof pursuant to Article 10 of the Company pursuant GLLCA. At the Effective Time, any holder of Dissenting Member Shares shall cease to section 238(2) have any rights with respect thereto except the rights provided by Article 10 of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingGLLCA or as otherwise provided in this Section 1.3.

Dissenters’ Rights. No Person Notwithstanding any provision of this Agreement to the contrary, if required by the DGCL (but only to the extent required thereby), Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has validly exercised demanded and perfected such Personholder’s dissenting rights pursuant right to section 238 appraisal of such Shares in accordance with Section 262 of the Cayman Companies Law shall be entitled to receive DGCL (the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) will not be converted into the right to receive the Per Share Merger Consideration, but such holder will be entitled to such rights as afforded under the DGCL with respect to such Dissenting Shares unless and until any such Person shall have effectively withdrawn its dissent holder fails to perfect or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of appraisal and payment under the Cayman Companies Law DGCL with respect to any such Dissenting Shares, Shares or a court of competent jurisdiction determines that such Company Shares shall cease holder is not entitled to be the relief provided by Section 262 with respect to such Dissenting Shares. Each Dissenting Share The Surviving Corporation shall be cancelled at entitled to retain any of the Effective Time Per Share Merger Consideration not paid on account of the Dissenting Shares pending resolution of the claims of such holders, and the remaining holders of Dissenting Shares Common Stock shall not be entitled to receive any portion thereof. If, after the Merger Consideration Effective Time, any such holder fails to perfect or effectively withdraws or loses such appraisal right with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; providedsuch Dissenting Shares, however, that all such Dissenting Shares held by shareholders who shall will thereupon be treated as if they had been converted into and have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration become exchangeable for, as of at the Effective Time, the right to receive the Per Share Merger Consideration, without any interest thereon, the Surviving Corporation shall remain liable for payment of the Per Share Merger Consideration for such Shares, and the Surviving Corporation shall promptly provide cash to the Paying Agent for the benefit of the holders of Shares at the Effective Time in an amount equal to the manner provided in Per Share Merger Consideration multiplied by the number of such Dissenting Shares, and such Dissenting Shares shall no longer be deemed Dissenting Shares under this Agreement. The Company shall give Parent prompt notice of receiving any written demands for appraisal of Shares, withdrawals or such demands, or any other instruments served on the Company prior to the Effective Time pursuant to Section 2.01(c)262 of the DGCL, and Parent shall promptly deposit or cause have the right to be deposited with the Paying Agent any additional funds necessary to pay participate in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ rights of dissent and (ii) the opportunity to direct or approve control all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Lawsuch demands. The Company shall not, except Except with the prior written consent of ParentParent or as required by Law, voluntarily the Company shall not make any payment with respect to any demands for appraisalto, offer to settle or settle settle, any such demands or approve any withdrawal of any such written demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meeting.

Dissenters’ Rights. No Person Notwithstanding any other provision of this Agreement to the contrary, shares of SOFB Common Stock that are outstanding immediately prior to the Effective Time and which are held by shareholders who has validly exercised such Person’s dissenting rights pursuant to section 238 shall have not voted in favor of the Cayman Companies Law Merger or consented thereto in writing and who properly shall have demanded payment of the fair value for such shares in accordance with the TBCA (collectively, the “Dissenters’ Shares”) shall not be converted into or represent the right to receive the Merger Consideration. Such shareholders instead shall be entitled to receive the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 payment of the Cayman Companies Law fair value of such shares held by them in accordance with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 provisions of the Cayman Companies Law with respect to their shares; providedTBCA, however, except that all Dissenting Dissenters’ Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights as dissenting rights shareholders under the Cayman Companies Law TBCA shall cease to be Dissenting Shares and shall thereupon be deemed to have been cancelled in consideration forconverted into and to have become exchangeable, as of the Effective Time, for the right to receive the Merger Considerationreceive, without any interest thereon, the Merger Consideration upon surrender in the manner provided in Section 2.01(c)2.7 of the Certificate(s) that, and Parent immediately prior to the Effective Time, evidenced such shares. SOFB shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent Jefferson Bancshares (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisalpayment of fair value of any shares of SOFB Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the TBCA and received by the Company SOFB relating to Company shareholders’ dissenters’ rights of dissent and (ii) the opportunity to direct or approve participate in all offers, negotiations and proceedings with respect to any demand for appraisal demands under the Cayman Companies LawTBCA consistent with the obligations of SOFB thereunder. The Company SOFB shall not, except with the prior written consent of ParentJefferson Bancshares, voluntarily (x) make any payment with respect to any demands for appraisalsuch demand, (y) offer to settle or settle any such demands demand for payment of fair value or approve (z) waive any withdrawal failure to timely deliver a written demand for payment of fair value or timely take any such demands. In other action to perfect payment of fair value rights in accordance with the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingTBCA.

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant The Shares which are issued and outstanding immediately prior to section 238 of the Cayman Companies Law shall be entitled to receive the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall which are held by Shareholders who have not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure voted such shares in section 238 favor of the Cayman Companies Law with respect to their shares; providedMerger, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting delivered a written demand expressing a desire to assert dissenters’ rights under for such Shares in the Cayman Companies Law shall cease to be Dissenting Shares manner provided in Article 13 of the ABCA (the “Alabama Dissenters’ Law”) and shall be deemed to have been cancelled in consideration forwho, as of the Effective Time, shall not effectively have withdrawn or lost the right to assert dissenters’ rights (“Dissenting Shares”) shall not be converted into or represent a right to receive their Proportionate Interest of the Purchase Price pursuant to Section 1.11 hereof, but the holders thereof shall be entitled only to such rights as are granted by the Alabama Dissenters’ Law as to dissenters. Each holder of Dissenting Shares who becomes entitled to payment for such Shares pursuant to the Alabama Dissenters’ Law shall receive payment therefor from Ducommun in accordance with the Alabama Dissenters’ Law; provided, that (i) if any such holder of Dissenting Shares shall fail to establish his or her entitlement to dissenters’ rights as provided in the Alabama Dissenters Law, or (ii) if any such holder of Dissenting Shares effectively shall withdraw his or her demand for dissenters’ rights of such Shares or loses his or her right to dissenters’ rights and payment of his, her or its Shares under the Alabama Dissenters’ Law, such holder shall forfeit the right to appraisal of such Shares and each such Share thereupon shall be deemed to have converted, as of the Effective Time, into and represent the right to receive payment of his or her Proportionate Interest of the Merger ConsiderationPurchase Price, without interest thereon, in the manner provided in Section 2.01(c), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ rights of dissent and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meeting.

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant to section 238 If holders of the Cayman Companies Law shall be DWWC Common Stock are entitled to receive dissenters' rights in connection with the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person under the NYBCL, any shares of DWWC Common Stock (“"Dissenting Shares”") unless and until such Person shall held by persons who have effectively withdrawn its dissent or lost such Person’s dissenting complied with all requirements for perfecting dissenter's rights under the Cayman Companies Law. If a holder of NYBCL ("Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares Shareholders") shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn converted into or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration for, as of the Effective Time, represent the right to receive the Merger Consideration, without interest thereon, in Consideration but shall be converted into the manner provided in Section 2.01(c), and Parent shall promptly deposit or cause right to receive such consideration as may be determined to be deposited due with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable respect to such shareholdersDissenting Shares pursuant to the NYBCL. The Company DWWC shall promptly give Parent (i) copies SportsLine prompt notice of notices any demand received by DWWC to require DWWC to purchase shares of objectionDWWC Common Stock, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the NYBCL and received by DWWC with respect to Dissenting Shares, and SportsLine shall have the Company relating right to Company shareholders’ rights of dissent and (ii) the opportunity to direct or approve participate in all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Lawsuch demand. The Company shall notDWWC agrees that, except with the prior written consent of ParentSportsLine, it will not voluntarily 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. In the event that any written notices of objection Each Dissenting Shareholder who, pursuant to the Merger are served by any shareholders provisions of the Company NYBCL, becomes entitled to payment of the fair value of shares of DWWC Common Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to section 238(2such provisions). If, after the Effective Time, any Dissenting Shareholder shall effectively withdraw or lose (through failure to perfect or otherwise) his dissenter's rights under the NYBCL, then, as of the later of the Effective Time or the occurrence of such event, such Dissenting Shareholder's shares of DWWC Common Stock shall automatically be converted into the right to receive the Merger Consideration; provided, that at such time SportsLine will deposit into escrow with the Escrow Agent certificates representing ten percent (10%) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on SportsLine Common Stock and cash to which such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Dissenting Shareholder Approval at the Company Shareholders Meetingwould otherwise be entitled.

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant to section 238 holder of the Cayman Companies Law shall any Shares will have or be entitled to receive assert dissenter’s rights or any other rights of appraisal, pursuant to the NRS or otherwise, as a result of or in connection with this Agreement and the Transactions. Notwithstanding anything in this Agreement to the contrary, if it is determined that such right to dissent is not eliminated by operation of any applicable Laws, including NRS 92A.390, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger Consideration or consented thereto in writing and who has properly demanded payment of fair value (as provided defined in Section 2.01(cNRS 92A.320) for such Shares in accordance with respect to Company Shares owned by such Person the requirements of the NRS 92A.300 through 92A.500, inclusive (collectively, the “Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares), such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration for, as of the Effective Time, converted into the right to receive the Merger Consideration, without interest thereonand the holders of Dissenting Shares shall be entitled to only such rights as are granted by NRS 92A.300 through 92A.500, inclusive. If any holder of Dissenting Shares fails to perfect, withdraws or otherwise loses the right to demand payment of fair value in respect of such Dissenting Shares pursuant to NRS 92A.300 through 92A.500, inclusive, such Dissenting Shares shall be treated as if they had been converted as of the manner provided Effective Time into the right to receive the Merger Consideration, as set forth in Section 2.01(c3.1(a)(ii), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (i) copies prompt notice of notices of objection, notices of dissent, any written demands received by the Company for appraisal, attempted appraisals or payment of fair value in respect of Shares and any withdrawals of such demands, and as well as copies of any other instruments or documents served pursuant to applicable Law that are the NRS and received by the Company relating with respect to Company shareholders’ rights of dissent such demands, and (ii) the Parent shall have the opportunity to direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Lawsuch demands. The Company shall not, except Except with the prior written consent of Parent, voluntarily 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. In Each holder of Dissenting Shares who becomes entitled to payment for such Dissenting Shares under the event that any written notices of objection to the Merger are served by any shareholders provisions of the Company pursuant to section 238(2) NRS will receive payment thereof from the Surviving Corporation and as of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on Effective Time such shareholders pursuant Shares will no longer be outstanding and will automatically be cancelled and retired and will cease to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meetingexist.

Dissenters’ Rights. No Person “Excluded Shares” means, collectively, Shares owned by holders of Shares who has have validly exercised such Person’s dissenting and not effectively withdrawn or lost their appraisal rights pursuant to section 238 Section 179 of the Cayman BVI Companies Law Act (“Dissenting Shareholders”), but the holder thereof shall be entitled only to such rights as are granted by the BVI Companies Act. Notwithstanding the immediately preceding sentence, if any Dissenting Shareholder who demands appraisal rights with respect to his, her or its Shares under the BVI Companies Act effectively withdraws or loses (through failure to perfect or otherwise) his, her or its appraisal rights, then as of the Effective Time or the occurrence of such event, whichever later occurs, such Dissenting Shareholder’s Shares shall thereupon be deemed to have been exchanged as of the Effective Time into the right to receive the Per Share Merger Consideration as provided herein, without interest thereon, and such Shares shall no longer be Excluded Shares. At the Effective Time, any holder of Excluded Shares shall cease to have any rights with respect thereto, except the rights provided under the BVI Companies Act and as provided in this Section. No Dissenting Shareholder shall be entitled to receive the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Per Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Excluded Shares and except as provided herein. Each Dissenting Shareholder shall instead be entitled to receive only the payment resulting from the procedure in section 238 Section 179 of the Cayman BVI Companies Law Act with respect to their shares; provided, however, that all Excluded Shares owned by such Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, in the manner provided in Section 2.01(c), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholdersShareholder. The Company shall promptly give Parent (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ any rights of dissent appraisal and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman BVI Companies LawAct. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meeting.

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant Notwithstanding anything in this Agreement to section 238 of the Cayman Companies Law shall be entitled to receive the Merger Consideration as provided in Section 2.01(c) contrary, with respect to each share, if any, of Company Shares owned Common Stock as to which the holder thereof (a) is entitled to appraisal, (b) has either (i) voted against the Agreement or the Merger or (ii) given notice in writing to the Company at or prior to the meeting of its stockholders (including any adjournment or postponement thereof, the “Company Meeting”) to consider and vote upon the approval of this Agreement and the transactions contemplated by this Agreement (including the Merger) and any other matter required to be approved by the stockholders of the Company in order to consummate the Merger and the transactions contemplated by this Agreement (the “Company Stockholder Approval”) that such Person holder dissents from the Agreement or the Merger, and (c) has properly complied with Section 214a(b) of the National Bank Act as to dissenters’ rights (the “Dissenters’ Rights Statute”) required to be complied with prior to the Effective Time (each such share, a “Dissenting SharesShare”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares), such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration for, as of the Effective Time, converted into the right to receive the Merger Consideration, without interest thereon, but instead shall be entitled to the fair value of the Dissenting Shares in the manner provided in Section 2.01(c), and Parent shall promptly deposit or cause to be deposited accordance with the Paying Agent any additional funds necessary provisions of the Dissenters’ Rights Statute; provided, however, that if such holder fails to pay in full perfect, withdraws or loses such holder’s right to appraisal under the Dissenters’ Rights Statute, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the Dissenters’ Rights Statute, then each share of Company Common Stock held by such holder shall thereupon be deemed to have been converted, as of the Effective Time, into and represent the right to receive the Merger Consideration so due and payable to upon surrender of the Certificate representing such shareholdersshare. The Company shall promptly give Parent (i) copies Buyer prompt notice of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to for appraisal of shares of Company shareholders’ rights of dissent Common Stock, and (ii) Buyer shall have the opportunity right to direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Lawsuch demands. The Company shall notnot settle, except make any payments with respect to, or offer to settle, any claim with respect to Dissenting Shares without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingBuyer.

Dissenters’ Rights. No Person who has validly exercised If holders of EPub Capital Stock are entitled to dissenters' rights at the Effective Time of the Merger under Section 262 of the DGCL, the shares as to which dissenters' rights are available ("DISSENTING SHARES") shall not be converted into the Merger Consideration on or after the Effective Time of the Merger, but shall instead be converted into the right to receive from the Surviving Corporation such Person’s dissenting rights consideration as may be determined to be due with respect to such Dissenting Shares pursuant to section 238 the DGCL. Each holder of Dissenting Shares (a "DISSENTING STOCKHOLDER") who, pursuant to the provisions of Section 262 of the Cayman Companies Law DGCL, becomes entitled to payment of the value of shares of EPub Capital Stock held by such Dissenting Stockholder shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). In the event of the legal obligation, after the Effective Time of the Merger, to deliver the Merger Consideration to any Dissenting Stockholder who shall have failed to make an effective demand for appraisal or shall have lost his status as a Dissenting Stockholder, the Surviving Corporation shall issue and deliver, upon surrender by such Dissenting Stockholder of his certificate or certificates representing shares of EPub Common Stock, the Merger Consideration to which such Dissenting Stockholder is then entitled under Section 3.1. To the extent that FV or EPub makes any payment or payments in respect of any Dissenting Shares, FV shall be entitled to receive the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights recover under the Cayman Companies Law. If a holder terms of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 Section 10 hereof (by surrender of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders shares of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, in the manner provided in Section 2.01(c), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent FV Common Stock) (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals the aggregate amount by which such payment or payments exceed the aggregate Merger Consideration that otherwise would have been payable in respect of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ rights of dissent and shares plus (ii) the opportunity to direct aggregate fees and expenses (including reasonable attorneys' fees and expenses) incurred by FV or approve all offersthe Surviving Corporation in connection with calculating, negotiations and proceedings with respect to any demand for appraisal under settling or litigating the Cayman Companies Law. The Company shall notamount of, except with the prior written consent of Parentor making, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meetingpayment.

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant Notwithstanding anything contained herein to section 238 the contrary, any Dissenting Share shall not be converted into the right to receive its portion of the Cayman Companies Law Closing Merger Consideration, the Non-Contingent Holdback Consideration and Post-Closing Merger Consideration but shall instead be entitled converted into the right to receive the Merger Consideration such consideration as provided in Section 2.01(c) may be determined to be due with respect to Company Shares owned by any such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent Share pursuant to Section 262 of Delaware Law or lost such Person’s dissenting rights under the Cayman Companies Chapter 13 of California Law, as applicable. If a Each holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights who, pursuant to section 238 the provisions of the Cayman Companies Delaware Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be or California Law becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with Delaware Law or California Law, as applicable (but only after the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who value therefor shall have effectively withdrawn been agreed upon or lost their dissenting rights under the Cayman Companies Law shall cease finally determined pursuant to be Dissenting Shares and shall be deemed to have been cancelled in consideration forsuch provisions). If, as of after the Effective Time, any Dissenting Share shall lose its status as a Dissenting Share, then any such share shall immediately be converted into the right to receive an amount per share of the Closing Merger Consideration, without interest thereon, the Non-Contingent Holdback Consideration and Post-Closing Merger Consideration in accordance with the manner provided in Section 2.01(c)Liquidation Rights as if such share never had been a Dissenting Share, and Parent Acquiror shall promptly deposit deliver, or cause to be deposited delivered in accordance with the Paying Agent any additional funds necessary terms of this Agreement, to pay the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in full Section 1.11(b) following the satisfaction of the applicable conditions set forth in Section 1.11(b), its portion of the Closing Merger Consideration, the Non-Contingent Holdback Consideration and Post-Closing Merger Consideration so due (subject to the terms and payable to conditions of this Agreement, including Section 1.13 and Section 1.17 below), as if such shareholdersshare never had been a Dissenting Share. The Company shall promptly give Parent Acquiror (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisalappraisal received by the Company, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Delaware Law that are or California Law and received by the Company relating to Company shareholders’ rights of dissent and (ii) the opportunity right to direct or approve all offers, negotiations and proceedings with respect to any demand demands for appraisal under the Cayman Companies Delaware Law or California Law. The Company shall not, except with the prior written consent of ParentAcquiror, voluntarily make any payment or offer to make any payment with respect to any demands for appraisalto, or settle or offer to settle settle, any claim or settle demand in respect of any Dissenting Shares. Notwithstanding the foregoing, to the extent that Acquiror, the Surviving Corporation or the Company (i) makes any payment or payments in respect of any shares of Company Capital Stock held by a Company Stockholder who has properly exercised his, her or its dissenters’ rights under the Delaware Law (the “Dissenting Shares”) or (ii) incurs any Damages (including reasonable attorneys’ and consultants’ fees, costs and expenses and including any such demands fees, costs and expenses incurred in connection with investigating, defending against or approve settling any withdrawal action or proceeding) in respect of any Dissenting Shares ((i) and (ii) together, “Dissenting Share Payments”), Acquiror shall be entitled to recover under the terms of Article VIII hereof the amount of such demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingDissenting Share Payments.

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant Notwithstanding anything contained herein to section 238 the contrary, any Dissenting Share shall not be converted into the right to receive its portion of the Cayman Companies Law Closing Merger Consideration, the Non-Contingent Holdback Consideration and Post-Closing Merger Consideration but shall instead be entitled converted into the right to receive the Merger Consideration such consideration as provided in Section 2.01(c) may be determined to be due with respect to Company Shares owned by any such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent Share pursuant to Section 262 of Delaware Law or lost such Person’s dissenting rights under the Cayman Companies Chapter 13 of California Law, as applicable. If a Each holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights who, pursuant to section 238 the provisions of the Cayman Companies Delaware Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be or California Law becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with Delaware Law or California Law, as applicable (but only after the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who value therefor shall have effectively withdrawn been agreed upon or lost their dissenting rights under the Cayman Companies Law shall cease finally determined pursuant to be Dissenting Shares and shall be deemed to have been cancelled in consideration forsuch provisions). If, as of after the Effective Time, any Dissenting Share shall lose its status as a Dissenting Share, then any such share shall immediately be converted into the right to receive an amount per share of the Closing Merger Consideration, without interest thereon, the Non-Contingent Holdback Consideration and Post-Closing Merger Consideration in accordance with the manner provided in Section 2.01(c)Liquidation Rights as if such share never had been a Dissenting Share, and Parent Acquiror shall promptly deposit deliver, or cause to be deposited delivered in accordance with the Paying Agent any additional funds necessary terms of this Agreement, to pay the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in full Section 1.11(b) following the satisfaction of the applicable conditions set forth in Section 1.11(b), its portion of the Closing Merger Consideration, the Non-Contingent Holdback Consideration and Post-Closing Merger Consideration so due (subject to the terms and payable to conditions of this Agreement, including Section 1.13 and Section 1.17 below), as if such shareholdersshare never had been a Dissenting Share. The Company shall promptly give Parent Acquiror (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisalappraisal received by the Company, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Delaware Law that are or California Law and received by the Company relating to Company shareholders’ rights of dissent and (ii) the opportunity right to direct or approve all offers, negotiations and proceedings with respect to any demand demands for appraisal under the Cayman Companies Delaware Law or California Law. The Company shall not, except with the prior written consent of ParentAcquiror, voluntarily make any payment or offer to make any payment with respect to any demands for appraisalto, or settle or offer to settle settle, any claim or settle demand in respect of any Dissenting Shares. Notwithstanding the foregoing, to the extent that Acquiror, the Surviving Corporation or the Company (i) makes any payment or payments in respect of any shares of Company Capital Stock held by a Company Stockholder who has properly exercised his, her or its dissenters’ rights under the Delaware Law (the “Dissenting Shares”) or (ii) incurs any Damages (including reasonable attorneys’ and consultants’ fees, costs and expenses and including any such demands fees, costs and expenses incurred in connection with investigating, defending against or approve settling any withdrawal action or proceeding) in respect of any Dissenting Shares ((i) and (ii) together, “Dissenting Share Payments”), Acquiror shall be entitled to recover under the terms of Article VIII hereof the amount of such demandsDissenting Share Payments. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meeting.CONFIDENTIAL TREATMENT REQUESTED

Dissenters’ Rights. No Person Any provision of this Agreement to the contrary notwithstanding, if required by the DGCL (but only to the extent required thereby), Shares that are issued and outstanding immediately prior to the Effective Time (other than the Cancelled Shares) and that are held by holders of such Shares who has validly exercised such Person’s dissenting rights pursuant to section 238 have not voted in favor of the Cayman Companies Law shall be entitled to receive the Merger Consideration as provided adoption of this Agreement or consented thereto in Section 2.01(c) writing and who have properly exercised appraisal rights with respect to Company Shares owned by such Person thereto in accordance with, and who have complied with, Section 262 of the DGCL (the “Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under will not be converted into the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant right to section 238 of receive the Cayman Companies Law with respect to any Dissenting SharesMerger Consideration, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of such Dissenting Shares shall not will be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all fair value of such Dissenting Shares held by shareholders who shall have in accordance with the provisions of such Section 262 of the DGCL unless and until any such holder fails to perfect or effectively withdrawn withdraws or lost their dissenting loses its rights to appraisal and payment under the Cayman Companies Law shall cease DGCL. If, after the Effective Time, any such holder fails to be perfect or effectively withdraws or otherwise loses such rights to appraisal, such Dissenting Shares will thereupon be treated as if they had been converted into and shall be deemed to have been cancelled in consideration had become exchangeable for, as of at the Effective Time, the right to receive the Merger Consideration, without any interest thereon, in and the manner Surviving Corporation shall remain liable for payment of the Merger Consideration for such Shares. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided in Section 2.01(c), 262 of the DGCL and Parent shall promptly deposit or cause to be deposited with as provided in the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholdersprevious sentence. The Company shall promptly will give Parent (i) copies prompt written notice of notices any demands received by the Company for appraisals of objection, notices of dissent, any written demands for appraisalShares, attempted withdrawals of such demands, notices or demands and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ rights of dissent appraisal and (ii) the opportunity to direct or approve participate in all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Lawsuch notices and demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle appraisal or compromise or settle any such demands or approve waive any withdrawal of any such demands. In failure to timely deliver a written demand for appraisal or failure to comply with the event that any written notices of objection to the Merger are served by any shareholders provisions under Section 262 of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingDGCL.

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant Shares that have not been voted for approval of this Agreement and with respect to section 238 which a demand for payment and appraisal have been properly made in accordance with Chapter 13 of the Cayman Companies California General Corporation Law shall ("California GCL") or Section 262 of the DGCL, as applicable ("Dissenting Shares" ), will not be entitled converted into the right to receive the Merger Consideration as provided in Section 2.01(c) otherwise payable with respect to Company such Shares owned by at or after the Effective Time but will be converted into the right to receive such Person (“consideration as may be determined to be due with respect to such Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent Shares pursuant to the laws of the States of Delaware or lost such Person’s dissenting rights under the Cayman Companies LawCalifornia. If a holder of Dissenting Shares effectively ("Dissenting Stockholder") withdraws its dissent his or loses its dissenting rights pursuant to section 238 her demand for such payment and appraisal or becomes ineligible for such payment and appraisal, then, as of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders or the occurrence of such event of withdrawal or ineligibility, whichever last occurs, such holder's Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall will cease to be Dissenting Shares and shall will be deemed to have been cancelled in consideration for, as of the Effective Time, converted into the right to receive receive, and will be exchangeable for, the Merger Consideration, without interest thereon, in Consideration into which such Dissenting Shares would have been converted pursuant to Section 1.8 hereof. The Company will give Parent and Acquisition prompt notice of any demand received by the manner provided in Section 2.01(c)Company from a holder of Dissenting Shares for appraisal of Shares, and Parent shall promptly deposit or cause have the right, at its sole expense, to be deposited with the Paying Agent any additional funds necessary to pay participate in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ rights of dissent and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to any such demand for appraisal under the Cayman Companies Law. The Company shall notagrees that, except with the prior written consent of ParentParent and Acquisition, or as required under the California GCL or the DGCL, it will not voluntarily make any payment with respect to, or settle or offer or agree to settle, any demands such demand for appraisal. Each Dissenting Stockholder who, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection pursuant to the Merger are served by any shareholders provisions of Chapter 13 of the Company California GCL or Section 262 of the DGCL, becomes entitled to payment of the value of the Dissenting Shares will receive payment therefor but only after the value therefor has been agreed upon or finally determined pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the such provisions. Any Merger on such shareholders pursuant Consideration that would have been issuable with respect to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingDissenting Shares will be retained by Parent.

Dissenters’ Rights. No Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any Person who has validly exercised is entitled to demand and properly demands appraisal of such Person’s dissenting rights shares pursuant to section 238 Section 262 of the Cayman Companies Law DGCL (the “Dissenters’ Rights Statute”) who did not vote in favor of the Merger or consent thereto in writing and who complies in all other respects with the Dissenters’ Rights Statute (such shares, “Dissenting Shares”) shall not be entitled converted into the right to receive the Per Share Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under 3.1(c), but the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law fair value of such Dissenting Shares in accordance with respect to their sharesthe Dissenters’ Rights Statute; provided, however, that all if any such holder shall fail to perfect or otherwise shall validly waive, withdraw or lose the right to receive payment of the fair value of such Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law Dissenters’ Rights Statute, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease to be and such Dissenting Shares and shall be deemed to have been cancelled in consideration for, as of converted at the Effective TimeTime into, and to have become exchangeable solely for, the right to receive the Per Share Merger Consideration, without interest thereoninterest, in the manner as provided in Section 2.01(c3.1(c). At the Effective Time, all Dissenting Shares shall automatically be canceled, cease to exist and no longer be outstanding, and Parent each holder of a certificate that immediately prior to the Effective Time represented any Dissenting Shares shall promptly deposit or cause cease to be deposited have any rights with respect thereto, except the right to receive either payment of the fair value of such Dissenting Shares in accordance with the Paying Agent any additional funds necessary to pay Dissenters’ Rights Statute or the Per Share Merger Consideration, as the case may be, upon the surrender of such certificate in full the Merger Consideration so due and payable to such shareholdersaccordance with Section 3.2(b). The Company shall promptly give prompt notice to Parent (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are the Dissenters’ Rights Statute received by the Company relating to Company shareholders’ rights of dissent appraisal under the Dissenters’ Rights Statute, and (ii) Parent shall have the opportunity right to direct or approve participate in all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Lawsuch demands. The Company shall not, except Except with the prior written consent of Parent, voluntarily the Company shall not make any payment with respect to any demands for appraisalto, or offer to settle or settle settle, any such demands or approve agree to do any withdrawal of any the foregoing. Each holder of Dissenting Shares who becomes entitled to 11 payment for such demands. In the event that any written notices of objection shares pursuant to the Merger are served by any shareholders of Dissenters’ Rights Statute shall receive payment therefor from the Company pursuant to section 238(2) of Surviving Corporation in accordance with the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingDissenters’ Rights Statute.

Dissenters’ Rights. (i) No Person who has validly exercised such Person’s dissenting rights pursuant to section 238 of the Cayman Companies Law shall be entitled to receive the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration for, as of later than ten days following the Effective Time, the right Surviving Corporation shall mail to receive each record holder of Common Stock who is entitled to vote on the Merger Considerationand who does not consent in writing to the Merger, without interest thereonvia first class United States mail, postage prepaid, at the address for each record holder as it appears in the manner provided in Section 2.01(cCompany’s books and records, written notice of such holder’s appraisal rights and notice that the Merger was approved by the requisite action of the holders of Common Stock pursuant to Sections 6.202(d), 10.353, 10.354 and Parent 10.355 of the TBOC (the “Notice”). Promptly following its receipt thereof, the Surviving Corporation shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (i) copies written notice of notices of objection, notices of dissent, any written demands for appraisalappraisal pursuant to Sections 10.353 and 10.354 of the TBOC received by the Surviving Corporation, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the TBOC and received by the Company relating to Company shareholders’ rights Surviving Corporation in connection therewith. Each holder of dissent and (ii) Common Stock who has perfected the opportunity to direct or approve all offersright, negotiations and proceedings with respect to any demand if any, for appraisal under the Cayman Companies Law. The Company shall not, except of such holder’s outstanding shares of Common Stock in accordance with the prior written consent provisions of ParentSection 10.354 and 10.356 of the TBOC and who has not withdrawn or lost such right to appraisal is referred to herein as a “Dissenting Holder” and each share of Common Stock held by a Dissenting Holder is referred to herein as a “Dissenting Share.” On the 21st day after the date of the Notice, voluntarily make any payment with respect the Surviving Corporation shall provide to any demands for appraisalShareholder Representative and Parent a list of all Dissenting Holders, offer stating the number of Dissenting Shares held by each Dissenting Holder and the aggregate number of Dissenting Shares, and, within three Business Days after receipt of such list, the Shareholder Representative shall pay to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection Parent an amount equal to the Merger are served by any shareholders product of the Company pursuant to section 238(2) Closing Date Share Amount multiplied by the aggregate number of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingDissenting Shares.

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant Shares of ThoughtWare Stock that have not been voted for approval of this Agreement or consented thereto in writing and with respect to section 238 of which a demand for payment and appraisal have been properly made in accordance with the Cayman Companies Law TBCA ("DISSENTING SHARES") shall not be converted into, and, except as hereinafter provided, shall not be entitled to receive the Merger Consideration as provided in Section 2.01(c) shares of EDT Stock otherwise issuable with respect to Company such shares of ThoughtWare Stock at or after the Effective Time, but will be converted into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to such Dissenting Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Lawpursuant to applicable law. If a holder of Dissenting Shares effectively (a "DISSENTING STOCKHOLDER") withdraws its dissent his or loses its dissenting rights pursuant to section 238 her demand for such payment and appraisal or becomes ineligible for such payment and appraisal, then, as of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders or the occurrence of such event of withdrawal or ineligibility, whichever last occurs, such holder's Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall will cease to be Dissenting Shares and will be converted into, and entitled to receive, shares of EDT Stock issuable in exchange therefore in accordance with this Agreement. ThoughtWare will give EDT and Acquisition Subsidiary prompt notice of any demand received by ThoughtWare from a Dissenting Stockholder for appraisal of shares of ThoughtWare Stock, and EDT shall be deemed to have been cancelled in consideration for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, participate in the manner provided in Section 2.01(c), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ rights of dissent and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Lawsuch demand. The Company shall notThoughtWare agrees that, except with the prior written consent of ParentEDT, or as required under the TBCA, it will not voluntarily make any payment with respect to, or settle or offer or agree to settle, any demands such demand for appraisal. Each Dissenting Stockholder who, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection pursuant to the Merger are served by any shareholders provisions of the Company TBCA, becomes entitled to payment of the value of the Dissenting Shares will receive payment thereof but only after the value thereof has been agreed upon or finally determined pursuant to section 238(2) such provisions. Any portion of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders consideration payable pursuant to section 238(4) SECTION 1.7 of this Agreement that would otherwise have been payable with respect to Dissenting Shares if such shares of ThoughtWare Stock were not Dissenting Shares will be retained by EDT, with the Cayman Companies Law within twenty (20) days number of obtaining shares retained determined using the Company Shareholder Approval at fixed value of $1.20 per share of EDT Stock. The Dissenting Shares due to be retained by EDT shall reduce the Company Shareholders Meetingtotal EDT Shares due hereunder.

Dissenters’ Rights. No Person who has validly exercised Notwithstanding any provision of this Agreement to the contrary, Dissenting Shares, if any, shall not be converted into or exchangeable for a right to receive Common Merger Consideration or Preferred Merger Consideration but shall instead be converted into the right to receive such Person’s dissenting rights consideration as may be determined to be due with respect to such Dissenting Shares pursuant to section 238 of Delaware Law (and at the Cayman Companies Law Effective Time, such Dissenting Shares shall no longer be entitled outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration as provided fair value of such Dissenting Shares in accordance with the provisions of Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) 262 of Delaware Law), unless and until such Person holder shall have effectively withdrawn its dissent failed to perfect or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights to appraisal under the Cayman Companies Law Delaware Law. HOVRS shall cease give Acquirer prompt notice of any demand received by HOVRS to be Dissenting Shares require HOVRS to purchase shares of HOVRS Common Stock or HOVRS Preferred Stock, and Acquirer shall be deemed to have been cancelled in consideration for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, participate in the manner provided in Section 2.01(c), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ rights of dissent and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Lawsuch demand. The Company shall notHOVRS agrees that, except with the prior written consent of ParentAcquirer, or as required under the Delaware Law, it will not 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 purchase demand. Each holder of any such demands. In the event that any written notices of objection Dissenting Shares ("Dissenting Stockholder") who, pursuant to the Merger are served by any shareholders provisions of Delaware Law, becomes entitled to payment of the Company fair value for shares of HOVRS Common Stock or HOVRS Preferred Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to section 238(2) such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Acquirer shall issue and deliver, upon surrender by such stockholder of a Certificate or Certificates representing shares of HOVRS Common Stock or HOVRS Preferred Stock (or compliance with Section 2.9), as the case may be, Common Merger Consideration or Preferred Merger Consideration, as applicable and to which such stockholder would otherwise have been entitled as of the Cayman Companies LawEffective Time under this Section 2.6, the Company shall serve written notice without interest thereon, less such stockholder's pro rata portion of the authorization of Escrow Cash and the Merger on such shareholders Holdback Cash, which shall be withheld and deposited respectively in the Escrow Fund pursuant to section 238(4) of Section 9.1 hereof and the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingHoldback Fund pursuant to Section 9.8(d).

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant to section 238 of the Cayman Companies Law Dissenting Shareholder shall be entitled to receive the Per Share Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant but shall instead be entitled to section receive such payment resulting from the procedure in Section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company provided that, notwithstanding the foregoing, if any holder of Shares shall cease fails to be Dissenting Shares. Each Dissenting Share shall be cancelled at exercise or perfect their dissenter’s rights before the Effective Time and holders of Time, or any Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section Shareholder has withdrawn or lost such rights under Section 238 of the Cayman Companies Law with respect Law, they will thereupon cease to be Dissenting Shareholders and their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall will thereupon (i) cease to be Dissenting Shares and shall (ii) be deemed to have been cancelled in consideration and converted into, and will become exchanged for, as of the Effective Time, the right to receive the Per Share Merger Consideration, without interest thereon, Consideration in the manner provided in Section 2.01(c4.1(a), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisalobjections, notices, petitions or attempted withdrawals of such demandsobjections, and any notices, petitions or other instruments communications served pursuant to applicable Law that are received by the Company relating to the Company shareholders’ rights of dissent entitlement to dissent, and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal dissenters’ rights under the Cayman Companies Law. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to Section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to Section 238(4) of the Cayman Companies Law within two (2) days of the approval of the Merger by shareholders of the Company at the Shareholders’ Meeting. The Company shall not, except with the prior written consent of Parent, voluntarily 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. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meeting.

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant to section 238 of the Cayman Companies Law Dissenting Stockholder shall be entitled to receive the Merger Consideration as provided shares of Class A EPS, Class B EPS or cash in Section 2.01(c) with respect lieu of fractional shares thereof or any dividends or other distributions pursuant to Company Shares owned by such Person (“Dissenting Shares”) this Article IV unless and until such Person Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn its dissent or lost such Person’s dissenting rights Dissenting Stockholder's right to dissent from the Merger under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to DGCL, and any Dissenting Shares, such Company Shares Stockholder shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 provided by Section 262 of the Cayman Companies Law DGCL with respect to their shares; provided, however, that all Worldwide Shares owned by such Dissenting Shares held by shareholders Stockholder. If any Person who otherwise would be deemed a Dissenting Stockholder shall have failed properly to perfect or shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration for, as of the Effective Time, the right to receive the Merger Considerationdissent with respect to any Worldwide Shares, without interest thereon, in the manner provided in such Worldwide Shares shall thereupon be treated as though such Worldwide Shares had been converted into shares of Class A EPS and Class B EPS pursuant to Section 2.01(c), and Parent 1.3. Worldwide shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent Starwood Trust (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are law received by the Company relating to Company shareholders’ stockholders' rights of dissent appraisal and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies LawDGCL. The Company Worldwide shall not, except with the prior written consent of ParentStarwood Trust, 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. No party to this Agreement shall become a Dissenting Stockholder. 4.3. UNITS OF STARWOOD REALTY PARTNERSHIP AND STARWOOD OPERATING PARTNERSHIP TO BE ISSUED IN CONNECTION WITH THE SUBSIDIARY CONTRIBUTIONS. (a) The Issuance. (i) On the Closing Date, Starwood Realty Partnership or Starwood Operating Partnership, as applicable, shall deliver to the holders of Lauderdale Shares, Seattle Shares, St. John Xxxres, Denver Shares and Atlanta Shares contributed to Starwood Realty Partnership or Starwood Operating Partnership, as the case may be, certificates representing the Starwood Realty Partnership Units or evidence of admission to the Starwood Operating Partnership Units in accordance with current practice, as the case may be, in respect of such Subsidiary Contribution. (ii) Each holder of Lauderdale Shares, Seattle Shares, St. John Xxxres, Denver Shares or Atlanta Shares that contributes such shares to Starwood Realty Partnership or Starwood Operating Partnership in a Subsidiary Contribution shall be entitled to receive, as consideration for the contribution of such shares in such Subsidiary Contribution, (x) a certificate representing (or, in the case of the Starwood Operating Partnership, evidence of) that number of whole Starwood Realty Partnership Units or Evidence of Starwood Operating Partnership Units, as applicable, that such holder is entitled to receive pursuant to Article I and this Article IV and (y) a check in the amount (after giving effect to any required tax withholdings) of (A) any cash amount payable in respect of such shares pursuant to Article I plus (B) any cash in lieu of fractional units plus (C) any other cash dividends or other cash distributions that such holder has the right to receive pursuant to the provisions of this Article IV. In the event of a transfer of ownership of such shares that is not registered in the transfer records of Lauderdale, Seattle, St. John, Xxnver or Atlanta, as the case may be, a certificate representing (or in the case of the Starwood Operating Partnership, evidence of) the proper number of Starwood Realty Partnership Units or evidence of Starwood Operating Partnership Units, as applicable, may be issued to such a transferee (if such transfer has been approved by the Starwood Realty Partnership or the Starwood Operating Partnership, as applicable) if the Certificate representing such shares is presented to Starwood Realty Partnership or Starwood Operating Partnership, as applicable, accompanied by all documents required to evidence and effect such transfer and to evidence that any written notices applicable stock transfer taxes have been paid. If any certificate for Starwood Realty Partnership Units or evidence of objection Starwood Operating Partnership Units is to be issued in a name other than that in which the shares contributed in such Subsidiary Contribution is registered, it shall be a condition of such issuance of Starwood Realty Partnership Units or Starwood Operating Partnership Units that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the issuance of certificates for Starwood Realty Partnership Units or evidence of Starwood Operating Partnership Units, contributed in a name other than that of the registered holder of the shares contributed in such Subsidiary Contribution, or shall establish to the Merger satisfaction of Starwood Realty Partnership or Starwood Operating Partnership that such taxes have been paid or are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty not applicable. 13 17 (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meeting.b)

Dissenters’ Rights. No Person dissenters rights are available in connection with the Offer. However, stockholders who has validly exercised such Person’s dissenting have not tendered their Shares in the Offer will be entitled to certain rights under Subchapter 15D of the Business Corporation Law in connection with the Merger if (i) prior to the Merger (A) the Shares are no longer listed on a national securities exchange and (B) the Shares are beneficially or of record held by 2,000 persons or less or (ii) Purchaser owns 80% of the Shares and the Merger is consummated as a “short-form” merger pursuant to section 238 Section 1924(b)(1)(ii) of the Cayman Companies Law shall Business Corporation Law, including the right to dissent and obtain payment of the “fair value” of their Shares. Under the Business Corporation Law, dissenting stockholders who comply with the applicable statutory procedures will be entitled to receive a judicial determination of the “fair value” of their Shares immediately prior to the effective time of the Merger Consideration but excluding any change in value in anticipation of the Merger. Stockholders should realize that the amount determined to be the fair value in any valuation proceeding may be higher or lower than the amount to be paid pursuant to the Offer or in the Merger. Holders of the Shares should note that investment banking opinions as provided to the fairness, from a financial point of view, of the consideration payable in Section 2.01(c) with respect a sale transaction, such as the Offer and the Merger, are not opinions as to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights fair value” under Subchapter 15D of the Cayman Companies Business Corporation Law. If Moreover, Xxxxxx could argue in a holder valuation proceeding that, for purposes of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 such a proceeding, the fair value of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders holders dissenting under Subchapter 15D of the Business Corporation Law is less than the price paid in the Offer. If any stockholder who shall have effectively withdrawn exercises his or lost their dissenting her rights under Subchapter 15D of the Cayman Companies Business Corporation Law shall cease fails to be Dissenting perfect, or effectively withdraws or loses such rights, such holder’s Shares and shall will thereupon be deemed to have been cancelled in consideration for, converted as of the Effective Time, effective time of the Merger into the right to receive the Merger Consideration, without any interest thereon, in accordance with the manner provided Merger Agreement. Failure to follow the steps required by the Business Corporation Law for perfecting dissenters rights may result in Section 2.01(c), and Parent shall promptly deposit or cause the loss of such rights. The foregoing summary of the rights of dissenting stockholders under the Business Corporation Law does not purport to be deposited with a statement of the Paying Agent procedures to be followed by stockholders desiring to exercise any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholdersdissenters rights under Pennsylvania law. The Company shall promptly give Parent (i) copies foregoing discussion is not a complete statement of notices of objection, notices of dissent, any written demands law pertaining to dissenters rights under Pennsylvania law and is qualified in its entirety by reference to Pennsylvania law. Dissenters rights cannot be exercised at this time. The information set forth above is for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ rights of dissent and (ii) the opportunity to direct or approve all offers, negotiations and proceedings informational purposes only with respect to any demand for appraisal under the Cayman Companies Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect alternatives available to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to stockholders if the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meetingis completed.

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant Notwithstanding anything in this Agreement to section 238 the contrary, and only to the extent required by Section 48-23-101 et seq. of the Cayman Companies Law Tennessee Act, shares of MBI Common Stock whixx xxx xxtstanding immediately prior to the Effective Date and which are held by shareholders who shall be entitled to receive not have voted in favor of the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by Plan and the transactions related thereto and who shall have delivered a written demand for appraisal of such Person shares of MBI Common Stock (“collectively, the "Dissenting Shares”") unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under in the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of manner provided by the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares Tennessee Act shall not be entitled to receive the Merger Consideration with respect to their Company Purchase Price, but the holders of the Dissenting Shares and shall instead be entitled to receive only the payment resulting from appraised value of such shares in accordance with the procedure in section 238 of the Cayman Companies Law with respect to their sharesTennessee Act; provided, however, that all (1) if any holder of Dissenting Shares held by shareholders who shall have effectively withdrawn subsequently deliver a written withdrawal of his or lost their dissenting her demand for appraisal of such shares; (2) if any holder fails to establish his or her entitlement to appraisal rights under as provided in the Cayman Companies Law shall cease to be Tennessee Act; or (3) if any holder of Dissenting Shares has not filed a petition demanding a determination of the value of the Dissenting Shares within the time provided in the Tennessee Act, such holder(s) shall forfeit the right to appraisal of such shares and such shares shall thereupon be deemed to have been cancelled in consideration exchangeable for, as of the Effective TimeDate, the right to receive the Merger Consideration, without interest thereon, Purchase Price solely in the manner provided in Section 2.01(c)accordance with this Article I. MBI shall give First South prompt written notice of any demand received from holders of Dissenting Shares, and Parent First South shall promptly deposit or cause have the right to be deposited with the Paying Agent any additional funds necessary to pay participate in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ rights of dissent and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to such dissent. MBI shall not purport to make any demand for appraisal under the Cayman Companies Law. The Company shall notdetermination of fair value, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal matter arising out of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meetinga dissent.

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant to section 238 In the event the Merger becomes effective without the approval of the Cayman Companies Law shall be entitled to receive holders of 100% of the Merger Consideration as provided outstanding shares of InterSAN Capital Stock, any shares of InterSAN Capital Stock held by stockholders who properly exercise and perfect the appraisal rights set forth in Section 2.01(c262 of the DGCL (and, if InterSAN is subject to Section 2115 of the California Corporations Code, such rights as may be granted to persons in Chapter 13 of the California Corporations Code) with respect to Company Shares owned by such Person (the “Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled converted pursuant to receive the Merger Consideration with respect to their Company Shares and Section 2.2, but shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration for, as of the Effective Time, converted into the right to receive the Merger Consideration, without interest thereon, in the manner provided in Section 2.01(c), and Parent shall promptly deposit or cause such consideration as may be determined to be deposited due with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable respect to such shareholders. The Company shall promptly give Parent (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served Dissenting Shares pursuant to the provisions of the applicable Law that are received by law. Finisar shall have the Company relating right to Company shareholders’ rights of dissent and (ii) the opportunity to direct or approve control all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Lawdetermination of the appropriate value of the InterSAN Capital Stock pursuant to the applicable law. The Company shall notInterSAN agrees that, except with without the prior written consent of ParentFinisar or as required under the applicable law, it will not voluntarily make any payment with respect to any demands for appraisalto, or determine or offer to settle determine, the value of the InterSAN Capital Stock. Each holder of Dissenting Shares (a “Dissenting Shareholder”) who, pursuant to the provisions of the applicable law, becomes entitled to payment of the value of InterSAN Capital Stock, as determined pursuant to applicable law, shall receive payment therefor (but only after the value therefor shall have been agreed upon or settle any such demands or approve any withdrawal finally determined pursuant to the provisions of any such demandsthe applicable law). In the event that any written notices holder of objection InterSAN Capital Stock fails to the Merger are served by any shareholders make an effective demand for payment or otherwise loses his, her or its status as a Dissenting Shareholder, Finisar shall, as of the Company pursuant to section 238(2) later of the Cayman Companies LawEffective Time or the occurrence of such event, issue and deliver, upon surrender by such Dissenting Shareholder of his, her or its Certificate(s), the Company shall serve written notice shares of the authorization Finisar Common Stock and cash, including any cash payment in lieu of the Merger on fractional shares, in each case without interest thereon, to which such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Dissenting Shareholder Approval at the Company Shareholders Meetingwould have been entitled under Section 2.2.

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant Any shares of Outstanding StemSource Stock and other capital stock (the "StemSource Shares") that have not been voted for approval of this Agreement and with respect to section 238 of which a demand for payment and appraisal have been properly made in accordance with the Cayman Companies Law shall California Code and the DGCL ("Dissenting Shares"), will not be entitled converted into the right to receive the Merger Consideration as provided in Section 2.01(c) Shares otherwise exchangeable with respect to Company such Dissenting Shares owned by at or after the Effective Time but will be converted into the right to receive such Person (“consideration as may be determined to be due with respect to such Dissenting Shares”) unless Shares pursuant to the California Code and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies LawDGCL. If a holder of Dissenting Shares effectively ("Dissenting Stockholder") withdraws its dissent his or loses its dissenting rights pursuant to section 238 her demand for such payment and appraisal or becomes ineligible for such payment and appraisal, then, as of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders or the occurrence of such event of withdrawal or ineligibility, whichever last occurs, such holder's Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall will cease to be Dissenting Shares and shall will be deemed to have been cancelled in consideration for, as of the Effective Time, converted into the right to receive receive, and will be exchangeable for, the Merger Consideration, without interest thereon, in the manner provided in Shares into which such Dissenting Shares would have been converted pursuant to Section 2.01(c)2.6(a) hereof. StemSource will give MacroPore and Acquisition Sub prompt notice of any demand received by StemSource from a holder of Dissenting Shares for appraisal of Shares, and Parent MacroPore shall promptly deposit or cause have the right to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (i) copies of notices of objectionparticipate in, notices of dissentat its sole expense, 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 Company shareholders’ rights of dissent and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Lawsuch demand. The Company shall notStemSource agrees that, except with the prior written consent of ParentMacroPore, or as required under the California Code or the DGCL, it will not voluntarily make any payment with respect to, or settle or offer or agree to settle, any demands such demand for appraisal. Each Dissenting Stockholder who, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection pursuant to the Merger are served by any shareholders provisions of the Company California Code or the DGCL, becomes entitled to payment of the value of the Dissenting Shares will receive from MacroPore payment therefor but only after the value therefor has been agreed upon or finally determined pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meetingprovisions.

Dissenters’ Rights. No Person Notwithstanding anything to the contrary contained herein, if required by the NYBCL (but only to the extent required thereby), no shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and that are held by a shareholder who has validly properly exercised his or her appraisal rights (such Person’s dissenting rights pursuant shares of Company Common Stock being referred to section 238 of herein as “Dissenting Shares” and such shareholder being referred to herein as a “Dissenting Shareholder”) under the Cayman Companies Law NYBCL shall be entitled to receive the Merger Consideration as provided in any payments pursuant to Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) 1.8 hereof, unless and until such Person Dissenting Shareholder fails to perfect or shall have effectively otherwise irrevocably lost or withdrawn its such Dissenting Shareholder’s right to dissent or lost such Person’s dissenting rights from the Plan of Merger under the Cayman Companies Law. If a holder of NYBCL, in which case such Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares Shareholder shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with payments pursuant to Section 1.8 hereof in exchange for such Dissenting Shareholder’s Dissenting Shares. With respect to their Company Shares and shall instead be entitled to receive only Dissenting Shares, the payment resulting from rights of a Dissenting Shareholder who complies with the procedure in section 238 provisions of Section 623 of the Cayman Companies Law with respect NYBCL shall be limited exclusively to their sharesappraisal rights provided under Section 623 of the NYBCL in exchange for such Dissenting Shareholder’s Dissenting Shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease payments, if any, determined to be due to a Dissenting Shares and Shareholder shall be deemed to have been cancelled in consideration for, as made without reduction or dilution of the Effective Time, the right to receive the Merger Consideration, without interest thereon, in the manner provided in Section 2.01(c), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and Price Per Share payable to such shareholdersnon-Dissenting Shareholders. The Company shall promptly give Parent (i) copies prompt notice of notices of objection, notices of dissent, any written demands for appraisalappraisal of any shares of Company Common Stock, attempted the withdrawals of such demands, and any other instruments instrument served pursuant to applicable Law that are received by on the Company relating to Company shareholders’ rights under the provisions of dissent Section 623 of the NYBCL and (ii) the opportunity right to direct or approve participate in all offers, negotiations and proceedings with respect to any demand demands for appraisal under the Cayman Companies LawNYBCL. The Company shall not, except with the prior written consent of Parent, voluntarily not offer to make or make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal appraisal without the prior written consent of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingParent.

Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting appraisal rights are available to the holders of Shares in connection with the Offer. However, if the Merger takes place pursuant to section 238 Section 251(h) of the Cayman Companies Law shall DGCL, stockholders whose Shares are not accepted TABLE OF CONTENTS for purchase pursuant to the Offer and who properly demand appraisal of their Shares pursuant to, and who comply in all respects with, Section 262 of the DGCL will have appraisal rights under Section 262 of the DGCL. If you choose to exercise your appraisal rights in connection with the Merger, you comply with the applicable legal requirements under the DGCL and you neither waive, withdraw nor otherwise lose your rights to appraisal under the DGCL, you will be entitled to receive payment in cash in an amount equal to the Merger Consideration “fair value” of your Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) as provided determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value. This value may be the same as or more or less than the price that Purchaser is offering to pay you in the Offer and the Merger. Moreover, the surviving corporation may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of such Shares is less than the price paid in the Offer and the Merger. Under Section 2.01(c262 of the DGCL, where a merger is approved under Section 251(h) of the DGCL, either a constituent corporation before the effective date of the merger, or the surviving corporation within ten days thereafter, will notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and will include in such notice a copy of Section 262. The Schedule 14D-9 constitutes the formal notice of appraisal rights under Section 262 of the DGCL. Any holder of Shares who wishes to exercise such appraisal rights or who wishes to preserve his, her or its right to do so should review the discussion of appraisal rights in the Schedule 14D-9 as well as Section 262 of the DGCL, attached as Annex B to the Schedule 14D-9, carefully because failure to timely and properly comply with the procedures of Section 262 of the DGCL may result in the loss of appraisal rights under the DGCL. Because of the complexity of the procedures for exercising appraisal rights, any stockholder wishing to exercise appraisal rights or to preserve the right to do so is urged to consult legal counsel. As described more fully in the Schedule 14D-9, if a stockholder elects to exercise appraisal rights under Section 262 of the DGCL with respect to Shares held immediately prior to the effective time, such stockholder must do all of the following: • within the later of the consummation of the Offer, which will occur on the date on which Purchaser irrevocably accepts for purchase the Shares validly tendered in the Offer, and twenty days after the date of mailing of the notice of appraisal rights in the Schedule 14D-9 (which date of mailing is April 22, 2022), demand in writing the appraisal of such stockholder’s Shares, which demand must be sent to the Company at the address indicated in the Schedule 14D-9 and reasonably inform the Company of the identity of the stockholder and that the stockholder is demanding appraisal for such Shares; ​ • not tender (or, if tendered, not fail to withdraw prior to the Offer Expiration Time) such Shares owned by in the Offer; and • continuously hold of record such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such PersonShares from the date on which the written demand for appraisal is made through the date of the Merger. ​ The foregoing summary of the rights of the Company’s dissenting stockholders to seek appraisal rights under the Cayman Companies Law. If Delaware law does not purport to be a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 complete statement of the Cayman Companies Law procedures to be followed by stockholders desiring to exercise appraisal rights and is qualified in its entirety by reference to Section 262 of the DGCL. The preservation and proper exercise of appraisal rights requires adherence to the applicable provisions of the DGCL. Failure to timely and properly comply with the procedures of Section 262 of the DGCL may result in the loss of appraisal rights. A copy of Section 262 of the DGCL is included as Annex B to the Schedule 14D-9. Appraisal rights cannot be exercised at this time. The information provided above is for informational purposes only with respect to any Dissenting Sharesyour alternatives if the Merger is completed. If you tender (and do not validly withdraw prior to the Offer Expiration Time) your Shares in the Offer, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall you will not be entitled to receive the Merger Consideration exercise appraisal rights with respect to their your Shares but, instead, upon the terms and subject to the conditions to the Offer, you will receive the Offer Price for your Shares. Antitrust Compliance U.S. Antitrust Laws Parent and the Company Shares filed Premerger Notification and shall instead be entitled Report Forms with the FTC and the DOJ relating to receive only the payment resulting from the procedure in section 238 Parent’s proposed acquisition of the Cayman Companies Law Company on April 21, 2022. Consequently, the required TABLE OF CONTENTS​​ waiting period with respect to their shares; providedthe Offer will expire at 11:59 p.m., howeverNew York City time, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration foron May 6, as 2022, unless early termination of the Effective Timewaiting period is granted or the waiting period is extended. Under the provisions of the HSR Act, applicable to the Offer, the right to receive the Merger Consideration, without interest thereon, in the manner provided in Section 2.01(c), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (i) copies acquisition of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served Shares pursuant to applicable Law that are received the Offer may be consummated following the expiration of a 15-day waiting period following the filing by the Company relating to Company shareholders’ rights Parent of dissent its Premerger Notification and (ii) the opportunity to direct or approve all offers, negotiations and proceedings Report Form with respect to the Offer, unless Parexx xxxeives a request for additional information or documentary material from the DOJ or the FTC or unless early termination of the waiting period is granted. Parent may also withdraw its Premerger Notification and Report Form on or before the last day of the 15-day waiting period and refile the Form within two business days of withdrawal, which would initiate a new 15-day waiting period. If, within the initial 15-day waiting period, either the DOJ or the FTC requests additional information or documentary material concerning the Offer, the waiting period will be extended through the 10th day after the date of substantial compliance by Parent. Complying with a request for additional information or documentary material may take a significant amount of time. At any demand for appraisal time before or after Parent’s acquisition of Shares pursuant to the Offer, the Antitrust Division or the FTC could take such action under the Cayman Companies Law. The Company shall notantitrust laws as either deems necessary or desirable in the public interest, except with including seeking to enjoin the prior written consent purchase of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection Shares pursuant to the Merger are served Offer, or seeking the divestiture of Shares acquired by any shareholders Parent or the divestiture of substantial assets of the Company or its subsidiaries or Parent or its subsidiaries. State attorneys general may also bring legal action under both state and federal antitrust laws, as applicable. Private parties may also bring legal action under the antitrust laws under certain circumstances. There can be no assurance that a challenge to the Offer on antitrust grounds will not be made or, if such a challenge is made, the result thereof. Canadian Antitrust Laws In addition, under the Competition Act, transactions involving parties with sales above certain revenue thresholds cannot be consummated until they are reviewed and approved by the Competition Bureau of Canada following submission of the requisite filings and/or a request for an advance ruling certificate. The parties submitted a request for an advanced ruling certificate pursuant to section 238(2) of the Cayman Companies LawCompetition Act on April 21, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meeting2022.

Dissenters’ Rights. No Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any Person who has validly exercised is entitled to demand and properly demands appraisal of such Person’s dissenting rights shares pursuant to section 238 Section 262 of the Cayman Companies Law DGCL (the “Dissenters’ Rights Statute”) who did not vote in favor of the Merger or consent thereto in writing and who complies in all other respects with the Dissenters’ Rights Statute (such shares, “Dissenting Shares”) shall not be entitled converted into the right to receive the Per Share Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under 3.1(c), but the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies Law fair value of such Dissenting Shares in accordance with respect to their sharesthe Dissenters’ Rights Statute; provided, however, that all if any such holder shall fail to perfect or otherwise shall validly waive, withdraw or lose the right to receive payment of the fair value of such Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law Dissenters’ Rights Statute, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease to be and such Dissenting Shares and shall be deemed to have been cancelled in consideration for, as of converted at the Effective TimeTime into, and to have become exchangeable solely for, the right to receive the Per Share Merger Consideration, without interest thereoninterest, in the manner as provided in Section 2.01(c3.1(c). At the Effective Time, all Dissenting Shares shall automatically be canceled, cease to exist and no longer be outstanding, and Parent each holder of a certificate that immediately prior to the Effective Time represented any Dissenting Shares shall promptly deposit or cause cease to be deposited have any rights with respect thereto, except the right to receive either payment of the fair value of such Dissenting Shares in accordance with the Paying Agent any additional funds necessary to pay Dissenters’ Rights Statute or the Per Share Merger Consideration, as the case may be, upon the surrender of such certificate in full the Merger Consideration so due and payable to such shareholdersaccordance with Section 3.2(b). The Company shall promptly give prompt notice to Parent (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are the Dissenters’ Rights Statute received by the Company relating to Company shareholders’ rights of dissent appraisal under the Dissenters’ Rights Statute, and (ii) Parent shall have the opportunity right to direct or approve participate in all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Lawsuch demands. The Company shall not, except Except with the prior written consent of Parent, voluntarily the Company shall not make any payment with respect to any demands for appraisalto, or offer to settle or settle settle, any such demands or approve agree to do any withdrawal of any the foregoing. Each holder of Dissenting Shares who becomes entitled to payment for such demands. In the event that any written notices of objection shares pursuant to the Merger are served by any shareholders of Dissenters’ Rights Statute shall receive payment therefor from the Company pursuant to section 238(2) of Surviving Corporation in accordance with the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders MeetingDissenters’ Rights Statute.