Common use of Dissenting Shares Clause in Contracts

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who did not vote in favor of the Merger and who meet all of the requirements of, and who comply with, all of the relevant provisions of Section 262 of the DGCL (the "DISSENTING SHARES") shall not be converted into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares shall thereupon be converted into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration without any interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any demands or approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything in this ----------------- Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who did has not vote voted in favor of the Merger or consented thereto in writing and who meet all of the requirements of, and who comply with, all of the relevant provisions of shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of the DGCL Delaware Law (collectively, the "DISSENTING SHARESDissenting Shares") shall not be converted into the a right to receive (and the certificates for Per Share Amount unless such holder fails to perfect or withdraws or otherwise loses his right to appraisal under the Delaware Law. Such stockholders shall be entitled to receive payment of the appraised value of such Shares in accordance with Section 262 of the Delaware Law, except all Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until such holders shall held by stockholders who have failed to perfect or who effectively shall have effectively withdrawn or lost their rights right to appraisal under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares shall thereupon be converted into the right to receive (and the certificates that immediately prior to the Effective Time represented of such Dissenting Shares shall be exchangeable for), deemed to have been converted as of the Effective Time, Time into a right to receive the Merger Consideration Per Share Amount without any interest thereon, upon surrender, in the manner provided in Section 3.02 hereof, of the certificate(s) that formerly evidenced such Shares. The Company shall give provide Parent (i) prompt notice of and copies of any written demands received by the Company for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL Delaware Law and received by the Company relating to stockholders' rights of appraisal and and, (ii) prior to the opportunity Effective Time, the right to direct all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. 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 appraisals of capital stock of the Companyto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, in the event that dissenters' rights are available in connection with the Merger pursuant to Section 262 of the Delaware Law, Shares which that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders who did not vote in favor of the Merger and who meet all of the requirements of, and who comply with, with all of the relevant provisions of Section 262 of the DGCL Delaware Law (the "DISSENTING SHARESDissenting Shares") shall not be converted into or be exchangeable for the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration, but instead shall be converted into the right to receive such consideration as may be determined to be due to such stockholders pursuant to Section 262 of the Delaware Law, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCLDelaware Law. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisalright, such holder's Shares shall thereupon be deemed to have been converted into and to have become exchangeable for the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for)receive, as of the Effective Time, the Merger Consideration without any interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and Shares received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLany such demands. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who did not vote in favor of the Merger and who meet all of the requirements of, and who comply with, all of the relevant provisions of properly exercising appraisal rights available under Section 262 of the DGCL Corporation Law (the "DISSENTING SHARES"“Dissenting Shares”) shall not be converted into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCLCorporation Law. Dissenting Shares shall be treated in accordance with Section 262 of the Corporation Law. If any such holder shall have failed to perfect or shall have effectively waived, withdrawn or lost such right to appraisal, such holder's ’s Shares shall thereupon be converted into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for)receive, as of the later of the Effective TimeTime and the time that such right to appraisal shall have been irrevocably lost, waived, withdrawn or expired, the Merger Consideration without any interest thereon. The Company shall give Parent and Purchaser (ia) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to the DGCL Corporation Law and received by the Company relating to stockholders' rights to be paid the “fair value” of appraisal Dissenting Shares, as provided in Section 262 of the Corporation Law, and (iib) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLCorporation Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any demands or approve any withdrawal of any such demands.

Dissenting Shares. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, Shares which shares of ATC Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by ATC stockholders who did shall have not vote voted in favor of the Merger or consented thereto in writing and who meet all shall be entitled to and shall have demanded properly in writing appraisal rights for such shares of the requirements of, and who comply with, all of the relevant provisions of ATC Common Stock in accordance with Section 262 of the DGCL DCL and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, the "DISSENTING SHARESDissenting Shares") ), shall not be converted into or represent the right to receive (and the certificates for Merger Consideration payable in respect of each share of ATC Common Stock represented thereby. Such ATC stockholders shall be entitled to receive payment of the appraised value of such shares of ATC Common Stock held by them in accordance with the provisions of the DCL; provided, however, that all Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until such holders held by ATC stockholders who shall have failed to perfect or who effectively shall have effectively withdrawn withdrawn, forfeited or lost their appraisal rights with respect to appraisal such shares of ATC Common Stock under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares DCL shall thereupon be deemed to have been converted into the right and to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be have become exchangeable for), as of the Effective Time, the Merger Consideration right to receive, without any interest thereon. The Company shall give Parent (i) prompt notice , the Merger Consideration upon surrender, in the manner provided in Section 3.2, of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings Certificates with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any demands or approve any withdrawal of any such demandsshares.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 3.1, Shares which are Company Common Stock issued and outstanding immediately prior to the Effective Time and which are held by stockholders a Holder who did has not vote voted in favor of the Merger or consented thereto in writing and who meet all of the requirements of, and who comply with, all of the relevant provisions of has demanded appraisal for such shares in accordance with Section 262 of Delaware Law, if such Section 262 provides for appraisal rights for such shares in the DGCL Merger (the "DISSENTING SHARESDissenting Shares") shall not be converted into the a right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration, Shares unless and until such holders shall have failed holder fails to perfect perfect, withdraws or shall have effectively withdrawn or lost their rights otherwise loses its right to appraisal and payment under Delaware Law. If, after the DGCL. If Effective Time, any such holder shall have failed Holder fails to perfect perfect, withdraws or shall have effectively withdrawn or lost such loses its right to appraisal, such holder's Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration Shares, if any, to which such Holder is entitled, without any interest or dividends thereon. The Company shall give Parent (i) Omnipoint prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating for appraisal of shares of Company Common Stock, and Omnipoint shall have the right to stockholders' rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except Except with the prior written consent of ParentOmnipoint, voluntarily the Company shall not make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares (other than any Shares to be cancelled pursuant to Sections 2.7(b) and 2.7(c) or which are issued and Rollover Securities) outstanding immediately prior to the Effective Time and which are held by stockholders a holder who did has not vote voted in favor of the Merger or consented thereto in writing and who meet all of the requirements of, is entitled to and who comply with, all of the relevant provisions of has properly demanded appraisal for such Shares in accordance with Section 262 of the DGCL DGCL, if such Section provides for appraisal rights for such Shares in the Merger (the "DISSENTING SHARES") “Dissenting Shares”), shall not be converted into or be exchangeable for the right to receive (and a portion of the certificates for such Dissenting Shares shall not be exchangeable for) the Net Merger Consideration, Consideration unless and until such holders shall have failed holder fails to perfect or shall have effectively withdrawn withdraws or lost their rights otherwise loses his right to appraisal and payment under the DGCL. If If, after the Effective Time, any such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost such loses his right to appraisal, such holder's Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as portion of the Effective TimeNet Merger Consideration, the Merger Consideration if any, to which such holder is entitled, without any interest thereoninterest. The Company shall give Parent the Acquiror (i) reasonably prompt notice of any written demands received by the Company for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served Shares pursuant to the DGCL and received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parentthe Acquiror (which consent shall not be unreasonably withheld), voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle any demands or approve any withdrawal of any settle, such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which any shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a shareholder who did not vote in favor of has properly exercised such shareholder's appraisal rights available under the Merger and who meet all of the requirements of, and who comply with, all of the relevant provisions of Section 262 of the DGCL TBCA (the "DISSENTING SHARESDissenting Shares") shall not be converted into or be exchangeable for the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until such holders shareholder shall have failed to perfect perfect, or shall have effectively withdrawn or lost their rights such shareholder's right to appraisal under the DGCLTBCA. Dissenting Shares shall be treated in accordance with the applicable provisions of the TBCA. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holdershareholder's Shares shares of Company Common Stock shall thereupon be converted into and become exchangeable only for the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for)receive, as of the Effective Time, the Merger Consideration for each share of Company Common Stock formerly represented by the Certificates held by such shareholder without any interest thereon. The Company shall give Parent (i) prompt notice of any written notices or demands for appraisal of any Sharesshares of Company Common Stock, attempted withdrawals of such demands, notices or demands and any other instruments served pursuant to the DGCL TBCA and received by the Company relating to stockholders' rights to be paid the "fair value" of appraisal Dissenting Shares, as provided in the TBCA, and (ii) Parent and Merger Sub shall have the opportunity right to direct all negotiations and proceedings with respect to any such demands for appraisal under the DGCLor notices. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any notices or demands for appraisals of capital stock of the Companyappraisals, offer to settle or settle any demands or approve any withdrawal of any such notices or demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which are shares of the Company issued and outstanding immediately prior to the Effective Time and which that are held by stockholders any holder who did not vote in favor is (a) entitled to dissent to the Merger pursuant to Section 179 of the Merger BVI Business Companies Act and who meet all (b) properly dissents to the proposed corporate action and makes a proper demand for payment of such shares in accordance with Section 179 of the requirements of, and who comply with, all of the relevant provisions of Section 262 of the DGCL BVI Business Companies Act (the "DISSENTING SHARES"“Dissenting Shares”) shall not be converted into the right to receive (and the certificates applicable portion of the Share Merger Consideration or Merger Consideration for such Dissenting Shares shall not be exchangeable for) the Merger Considerationpursuant to Section 1.02(b), unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any but instead such holder shall have failed be entitled to perfect such rights as are granted by the BVI Business Companies Act to a holder of Dissenting Shares. The Company shall deliver prompt notice to the Parent of any demands for payment or shall have effectively withdrawn appraisal of any Company Shares, any withdrawal of any such demand and any other demand, notice or lost such right instrument delivered to appraisal, such holder's Shares shall thereupon be converted into the right to receive (and the certificates that immediately Company prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration without any interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL BVI Business Companies Act that relate to such demand and received by the Company relating Parent shall have the right to stockholders' rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent, will not voluntarily make any payment with respect to any demands demand for appraisals appraisal with respect to any Dissenting Shares without the prior written consent of capital stock Parent (which consent may or may not be given in the sole and absolute discretion of the Company, offer to settle or settle any demands or approve any withdrawal of any such demandsParent).

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which are issued and shares of Company Common Stock outstanding immediately prior to the Effective Time and which are held by stockholders a holder who did has not vote voted in favor of the Merger or consented thereto in writing and who meet all of has properly demanded appraisal for such Company Common Stock in accordance with the requirements of, and who comply with, all of the relevant provisions of Section 262 of the DGCL (the "DISSENTING SHARESDissenting Shares") shall not be converted into the right to receive (the relevant Merger Consideration and the certificates for holders thereof shall be entitled to only such Dissenting Shares shall not be exchangeable for) rights as are granted by the Merger ConsiderationDGCL, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any such holder shall have failed fails to perfect perfect, withdraws or shall have effectively withdrawn or lost such otherwise loses the right to appraisal, in which case such holder's Shares shares of Company Common Stock shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for)relevant Merger Consideration, as of the Effective Timeset forth in Section 3.1, the Merger Consideration without any interest thereon. The Company shall give Parent (i) prompt notice of any written demands received by the Company for appraisal of any Shares, attempted shares of Company Common Stock and withdrawals of such demands, and any other instruments or documents served pursuant to the DGCL and received by the Company relating with respect to stockholders' rights of appraisal such demands, and (ii) the Company shall give Parent the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch 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 appraisals of capital stock of the Companyto, or offer to settle or settle any demands or approve any withdrawal of settle, any such demands. Each holder of Dissenting Shares who becomes entitled to payment for such Dissenting Shares under the provisions of Section 262 of the DGCL will receive payment thereof from the Surviving Corporation and as of the Effective Time such shares of Company Common Stock will no longer be outstanding and will automatically be canceled and retired and will cease to exist.

Dissenting Shares. Notwithstanding anything in this ----------------- Agreement to the contrary, Common Shares which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder of Common Shares who did has not vote voted in favor of the Merger or consented thereto in writing and who meet all of the requirements of, and who comply with, all of the relevant provisions of demands in writing an appraisal for such Common Shares in accordance with Section 262 of the DGCL GCL, if such Section 262 provides for appraisal rights for such Common Shares in the Merger (the "DISSENTING SHARESDissenting Shares") ), shall not be converted into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) ----------------- the Merger ConsiderationPrice as provided in Section 2.07 but shall be entitled to receive ------------ the consideration as shall be determined pursuant to Section 262 of GCL, unless and until such holders shall have failed holder fails to perfect or shall have effectively withdrawn withdraws or lost their rights otherwise loses his right to appraisal and payment under the DGCLGCL. If If, after the Effective Time, any such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost such loses his right to appraisal, such holder's Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration Price, if any, to which such holder is entitled, without any interest or dividends thereon. The Company shall give Parent (i) Purchaser prompt notice of any written demands received by the Company for appraisal of any Common Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to the DGCL GCL and received by the Company relating and, prior to stockholders' rights of appraisal and (ii) the opportunity Effective Time, Purchaser shall have the right to direct all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with the prior written consent of ParentPurchaser, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 1.2, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who did has not vote voted in favor of the Merger or consented thereto in writing and who meet all of has demanded appraisal for such Shares in accordance with the requirements of, and who comply with, all of the relevant provisions of Section 262 of the DGCL (the "DISSENTING SHARES") GCL shall not be converted into the a right to receive (and the certificates for Stock Price unless such Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until such holders shall have failed holder fails to perfect or shall have effectively withdrawn withdraws or lost their rights otherwise loses his right to appraisal under the DGCLappraisal. If any after the Effective Time such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost such loses his right to appraisal, such holder's Shares shall thereupon be converted into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), treated as if they had been converted as of the Effective Time, Time into a right to receive the Merger Consideration without any interest thereonStock Price. The Company shall give Parent (i) Purchaser prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating for appraisal of Shares, and Purchaser shall have the right to stockholders' rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of ParentPurchaser, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands. Purchaser shall be responsible for any and all payments required to be made with respect to Shares for which the holder thereof has perfected (and not withdrawn) his dissenter's rights, as well as the costs and expenses of all proceedings relating to the adjudication and/or settlement thereof, subject to Purchaser's right to enforce the closing condition set forth in Section 8.2(e) hereof with respect to the maximum permissible number of Shares which may be the subject of perfected appraisal rights.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, each Dissenting Share shall not be converted into a right to receive the applicable portion of the Applicable Per Share Merger Consideration, but instead shall be entitled to only such rights as are granted by the BVI BCA; provided, however, that if, after the Effective Time, such holder waives, withdraws, or loses such holder’s right to appraisal pursuant to the applicable provisions of the BVI BCA, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the applicable provisions of the BVI BCA, such SPAC Shares which are issued shall be treated as if they had been converted as of the Effective Time into the right to receive the Applicable Per Share Merger Consideration in accordance with Section 4.1 without interest thereon, upon surrender and outstanding immediately transfer of such shares. The SPAC shall provide the Company prompt written notice of any demands received by the SPAC for appraisal of any SPAC Shares, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the SPAC prior to the Effective Time and which are held by stockholders who did not vote in favor of the Merger and who meet all of the requirements of, and who comply with, all of the relevant provisions of Section 262 of the DGCL (the "DISSENTING SHARES") shall not be converted into the right that relates to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCLdemand. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares shall thereupon be converted into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration without any interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except Except with the prior written consent of Parentthe Company (which consent shall not be unreasonably conditioned, voluntarily withheld, delayed or denied), the SPAC shall not make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle, or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement ----------------- to the contrary, any Shares which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a person (a "Dissenting Shareholder") who did does not vote in favor of to approve the Merger and who meet complies with all of the requirements of, and who comply with, all of the relevant provisions of Section 262 of the DGCL concerning the right of holders of Shares to dissent from the Merger and require payment of fair value (as defined in the DGCL) for their Shares ("DISSENTING SHARESDissenting Shares") shall not be converted as described in SECTION 3.1 (c), but shall be converted into the right to receive (and the certificates for such consideration as may be determined to be due to such Dissenting Shares shall not be exchangeable for) Shareholder pursuant to the Merger ConsiderationDGCL. If, unless and until after the Effective Time, such holders shall have failed Dissenting Shareholder withdraws his demand or fails to perfect or shall have effectively withdrawn or lost their otherwise loses his rights as a Dissenting Shareholder to appraisal under payment of fair value, in any case pursuant to the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's his Shares shall thereupon be deemed to be converted as of the Effective Time into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration without any interest thereonConsideration. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and fair value for Shares received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCLany such demands. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle, offer to settle or settle any demands or approve any withdrawal of otherwise negotiate, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which that are issued and outstanding immediately prior to before the Effective Time and which that are held by stockholders who did have not vote voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who meet all of the requirements of, and who comply with, all of the relevant provisions of have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL (the "DISSENTING SHARES") shall not be converted into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger ConsiderationConsideration as provided in Section 2.1, unless and until such holders shall have failed fail to perfect or shall have effectively withdrawn withdraw or lost otherwise lose their rights to appraisal. Instead, ownership of such Shares shall entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; provided, however, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL. If any , each of such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares shall thereupon be converted deemed to have been converted, at the Effective Time, into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration Consideration, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.2 hereof. The Company shall give Parent (i) prompt notice of any written demands (or withdrawals of demands) for appraisal of any Shares, attempted withdrawals Shares received by the Company pursuant to the applicable provisions of such demands, the DGCL and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisals of capital stock of the Company, appraisal or offer to settle settle, or settle any demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which are issued and shares of Company Common Stock outstanding immediately prior to the Effective Time and which are held of record or beneficially by stockholders any person who did has not vote voted in favor of the Merger approval and adoption of this Agreement and who meet all is entitled to demand and properly demands appraisal of the requirements ofsuch shares (“Dissenting Shares”) pursuant to, and who comply complies in all respects with, all Sections 302A.471 and 302A.473 of the relevant provisions of Section 262 of the DGCL MBCA (the "DISSENTING SHARES") “Dissenter Rights Statutes”), shall not be converted into or represent the right to receive (and the certificates Merger Consideration for such Dissenting Shares but instead shall not be exchangeable forentitled to payment of the fair value (including interest determined in accordance with Section 302A.473 of the MBCA) of such Dissenting Shares in accordance with the Merger ConsiderationDissenter Rights Statutes; provided, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost such right to appraisal, such holder's Shares shall thereupon be converted into lose the right to receive (dissent under the Dissenter Rights Statutes, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), deemed to have been converted as of the Effective TimeTime into, and to have become exchangeable solely for the right to receive, the Merger Consideration without any interest thereonas provided in Section 3.01(c). The Company shall give Parent (i) serve prompt notice to Parent of any written demands for appraisal of any Sharesshares of Company Common Stock received by the Company in accordance with the Dissenter Rights Statutes, attempted withdrawals of such demands, demands and any other instruments served pursuant on the Company in relation to the DGCL Dissenting Shares or rights under the Dissenter Rights Statutes, and received by Purchaser shall have the Company relating right to stockholders' rights of appraisal participate in and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or compromise or offer to settle or settle any demands or approve any withdrawal of compromise, any such demandsdemand, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which are any Company Common Stock issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder (a “Dissenting Stockholder”) who did has not vote voted in favor of the Merger or consented thereto in writing and who meet all of the requirements of, and who comply with, all of the relevant provisions of Section 262 of has demanded appraisal for such Company Common Stock in accordance with the DGCL (the "DISSENTING SHARES"“Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration in accordance with Section 2.1(c), but shall represent and become the right to receive (and the certificates for such consideration as may be determined to be due to such Dissenting Shares shall not be exchangeable for) Stockholder pursuant to the Merger Considerationlaws of the State of Delaware, unless and until such holders shall have failed holder fails to perfect or shall have effectively withdrawn withdraws or lost their rights otherwise loses such holder’s right to appraisal and payment under the DGCL. If any If, after the Effective Time, such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost otherwise loses such holder’s right to appraisal, such holder's Shares shall thereupon be converted into the right to receive (and the certificates that immediately prior to the Effective Time represented such former Dissenting Shares held by such holder shall be exchangeable for), treated as if they had been converted as of the Effective TimeTime into a right to receive, upon surrender as provided above, the Merger Consideration Consideration, without any interest or dividends thereon, in accordance with Section 2.1(c). The Company shall give Parent (i) prompt notice of any written demands received by the Company for appraisal of any SharesCompany Common Stock, attempted withdrawals of or such demands, demands and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders' rights of appraisal Company, and (ii) Parent shall have the opportunity right to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily such consent not to be unreasonably withheld or delayed, make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, holders of Shares which are issued who have properly exercised, perfected and outstanding immediately prior to the Effective Time and which are held by stockholders who did not vote subsequently withdrawn or lost their appraisal rights with respect thereto in favor accordance with Section 17-6712 of the Merger and who meet all of the requirements of, and who comply with, all of the relevant provisions of Section 262 of the DGCL KGCC (the "DISSENTING SHARES"“Dissenting Shares”) shall not be have any of such Shares converted into or become exchangeable for the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration, and holders of such Shares shall be entitled only to such rights as are granted by such Section 17-6712, including the right to receive payment of the appraised value of such Shares in accordance with the provisions of such Section 17-6712 unless and until such holders shall have failed fail to perfect or shall have effectively withdrawn or lost their rights to appraisal and payment under the DGCLKGCC. If If, after the Effective Time, any such holder shall have failed fails to perfect or shall have effectively withdrawn or lost such right to appraisalright, each of such holder's ’s Shares shall thereupon be treated as if it had been converted into the right and to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be have become exchangeable for), as of at the Effective Time, the right to receive the Merger Consideration without any interest thereon, as provided in Section 1.7(c) hereof. The Company shall give Parent (i) prompt notice of any written demands received by the Company for appraisal of any Dissenting Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to the DGCL and KGCC relating to rights of appraisal which are received by the Company relating to stockholders' rights of appraisal Company, and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLKGCC. The Company shall not, except with the prior written consent of ParentParent or as otherwise required by applicable Law, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Company, appraisal or offer to settle or settle any demands or approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Shares which are issued the shares of any holder of ONSS Common Stock who has demanded and outstanding immediately prior to the Effective Time and which are held by stockholders who did not vote perfected appraisal rights for such shares in favor of the Merger and who meet all of the requirements of, and who comply with, all of the relevant provisions of Section 262 of accordance with the DGCL (the "DISSENTING SHARES") shall not be converted into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares shall thereupon be converted into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for)who, as of the Effective Time, has not effectively withdrawn or lost such appraisal rights ("Dissenting Shares"), shall not be converted into or represent a right to receive the Merger Consideration (and cash in lieu of fractional shares) pursuant to Section 3.1, but the holder thereof shall only be entitled to such rights as are granted by the DGCL. Notwithstanding the foregoing, if any holder of shares of ONSS Common Stock who demands appraisal of such shares under the DGCL shall effectively withdraw the request for appraisal or lose the right to appraisal, then, as of the later of the Effective Time and the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive the Merger Consideration and cash in lieu of fractional shares, without any interest thereon, upon surrender of the certificate representing such shares. The Company ONSS shall give Parent (i) USXX prompt notice of any written demands received by ONSS for appraisal of any SharesONSS Common Stock, attempted withdrawals of such demandsand, and any other instruments served pursuant prior to the DGCL and received by Effective Time, USXX shall have the Company relating right to stockholders' rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Company Effective Time, ONSS shall not, except with the prior written consent of ParentUSXX, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Company, or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. Notwithstanding anything any other provision contained in this Agreement to the contraryAgreement, Shares which shares of TRBI Common Stock that are issued and outstanding immediately prior to as of the Effective Time and which that are held by stockholders a shareholder who did has not vote voted such shares in favor of the Merger and who meet has otherwise taken all of the requirements of, and who comply with, all steps required by Article 5.12 of the relevant provisions of Section 262 TBCA to properly exercise and perfect such shareholder’s dissenter’s rights (any such shares being referred to herein as “Dissenting Shares”) shall be deemed to have ceased to represent any interest in the Surviving Corporation as of the DGCL (Effective Time and shall be entitled to those rights and remedies set forth in Articles 5.11, 5.12 and 5.13 of the "DISSENTING SHARES") TBCA; provided, however, that in the event that a shareholder of TRBI fails to perfect, withdraws or otherwise loses any such right or remedy granted by the TBCA, the shares of TRBI Common Stock held by such shareholder shall not be converted into and represent only the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCLPer Share Amount specified in this Agreement. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares shall thereupon be converted into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration without any interest thereon. The Company TRBI shall give Parent BBVA (ia) prompt notice of any written demands notice or demand for appraisal or payment for shares of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and TRBI Common Stock received by the Company relating to stockholders' rights of appraisal TRBI and (iib) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands for appraisal under the DGCLor notices. The Company TRBI shall not, except with without the prior written consent of ParentBBVA, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle, offer to settle or settle any demands or approve any withdrawal of otherwise negotiate any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who did has not vote voted in favor of the Merger or consented thereto in writing and who meet all of the requirements of, and who comply with, all of the relevant provisions of has demanded appraisal for such Shares in accordance with Section 262 of the DGCL GCL, if such Section 262 provides for appraisal rights for such Shares in the Merger (the "DISSENTING SHARESDissenting Shares") ), shall not be converted into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger ConsiderationPrice as provided in Section 2.07, unless and until such holders shall have failed holder fails to perfect or shall have effectively withdrawn withdraws or lost their rights otherwise loses his right to appraisal and payment under the DGCLGCL. If If, after the Effective Time, any such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost such loses his right to appraisal, such holder's Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration Price, if any, to which such holder is entitled, without any interest or dividends thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating for appraisal of Shares and, prior to stockholders' rights of appraisal and (ii) the opportunity Effective Time, Parent shall have the right to direct participate in all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. 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 appraisals of capital stock of the Companyto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, any Shares which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who meet all is entitled to demand and properly demands appraisal of such Shares (the requirements of“Dissenting Shares”) pursuant to, and who comply complies in all respects with, all of the relevant provisions of Section 262 351.455 of the DGCL MGBCL (the "DISSENTING SHARES") “Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive the applicable Merger Consideration, but instead such holder shall be entitled only to such rights as are accorded under Section 351.455 of the MGBCL (and at the certificates for Effective Time, such Dissenting Shares shall not no longer be exchangeable for) 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 Merger Considerationrights set forth in Section 351.455 of the MGBCL), unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such its right to appraisalappraisal under the MGBCL. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's ’s Shares shall thereupon be treated as if they had been converted into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for)receive, as of the Effective Time, the applicable Merger Consideration for each such Share, in accordance with Section 3.1, without any interest thereoninterest. The Company shall give Parent (i) prompt notice of any written demands demand for appraisal of any Shares, or attempted withdrawals withdrawal of such demands, and any other instruments served pursuant to the DGCL and demand that is received by the Company relating to stockholders' Company shareholders’ rights of appraisal and (ii) appraisal. Parent shall have the opportunity right to direct participate in all negotiations and proceedings with respect to demands for appraisal by Company shareholders under the DGCLMGBCL. The Except to the extent required by applicable Law, the Company shall not, except not voluntarily offer to make or make any payment with respect to any demand for appraisal without the prior written consent of Parent, voluntarily make any payment with respect not to any demands for appraisals of capital stock of the Companybe unreasonably withheld, offer to settle delayed or settle any demands or approve any withdrawal of any such demandsconditioned.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders a holder who did not vote was entitled to and has validly demanded appraisal rights in favor of the Merger and who meet all of the requirements of, and who comply with, all of the relevant provisions of accordance with Section 262 of the DGCL (the "DISSENTING SHARESDissenting Shares") shall not be converted into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration, Consideration unless and until such holders holder shall have failed to perfect or shall have effectively withdrawn or lost their such holder's appraisal rights under the DGCL, but instead shall be converted into the right to appraisal under receive such consideration determined to be due to such holder from the Surviving Corporation with respect to such Dissenting Shares in accordance with the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right appraisal rights pursuant to appraisalthe DGCL, each Dissenting Share of such holder's Shares holder shall thereupon be treated as a share of Company Common Stock that had been converted as of the Effective Time into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration without any interest thereonin accordance with Section 2.1(c). The Company shall give Parent (i) prompt notice to Parent of any written demands for appraisal of any Sharesdemands, attempted withdrawals of such demands, demands and any other instruments served pursuant to the DGCL and received by the Company relating for appraisal of shares of Company Common Stock, and Parent shall have the right to stockholders' rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under such demands. Other than pursuant to an Order (as hereinafter defined), the DGCL. The Company shall not, except with the prior written consent of ParentParent (which consent shall not be unreasonably withheld, voluntarily conditioned or delayed), make any payment with respect to any demands for appraisals of capital stock of the Companyto, settle, offer to settle or settle any demands or approve any withdrawal of of, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who did has not vote voted in favor of the Merger or consented thereto in writing and who meet all has demanded appraisal for such shares in accordance with Section 1300 of the requirements ofGCL, and who comply withif such Section 1300 provides for appraisal rights for such Shares in the Merger ("Dissenting Shares"), all of the relevant provisions of Section 262 of the DGCL (the "DISSENTING SHARES") shall not be converted into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the ----------------- Merger ConsiderationConsideration as provided in Section 2.1, unless and until such holders shall have failed holder fails to perfect or shall have effectively withdrawn withdraws or lost their rights otherwise loses his right to appraisal and payment under the DGCLGCL. If If, after the Effective Time, any such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost such loses his right to appraisal, then such holder's Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration Consideration, if any, to which such holder is entitled, without any interest or dividends thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating for appraisal of Shares and, prior to stockholders' rights of appraisal and (ii) the opportunity Effective Time, Parent shall have the right to direct participate in all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with the prior written consent of Parent, voluntarily make any payment payments with respect to any demands for appraisals of capital stock of the Company, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 2.6.1, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who did has not vote voted in favor of the Merger or consented thereto in writing and who meet all of the requirements of, and who comply with, all of the relevant provisions of Section 262 of has demanded appraisal for such Shares in accordance with the DGCL (the "DISSENTING SHARES"“Dissenting Shares”) shall not be converted into the a right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger ConsiderationConsideration but shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares, unless and until such holders shall have failed holder fails to perfect or shall have effectively withdrawn withdraws or lost their rights otherwise loses such holder’s right to appraisal under the DGCLappraisal. If any after the Effective Time such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost such loses his right to appraisalappraisal in respect of his Shares, such holder's Shares shall thereupon be converted into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), treated as if they had been converted as of the Effective Time, Time into a right to receive the Merger Consideration in accordance with Section 2.6, without any interest thereon, upon the surrender of certificates representing such shares. Notwithstanding anything to the contrary in this Section 2.9, if the Merger is rescinded or abandoned, the right of any holder to receive the fair value of his Dissenting Shares shall cease. The Company shall give Parent (i) the Purchaser prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating for appraisal of Shares, and the Purchaser shall have the right to stockholders' rights of appraisal participate in and (ii) the opportunity to direct control all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parentthe Purchaser, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which are issued and Company Common Stock outstanding immediately prior to the Effective Time and which are held by stockholders a holder who did not vote has delivered a written demand for appraisal of such shares in favor of the Merger and who meet all of the requirements of, and who comply with, all of the relevant provisions of accordance with Section 262 of the DGCL Delaware General Corporation Law (the "DISSENTING SHARESDissenting Shares") shall not be converted as provided in Section 1.5 of this Agreement, unless and until such holder fails to perfect or effectively withdraws or loses his right to appraisal and payment under the Delaware General Corporation Law. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses his right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger ConsiderationConsideration as provided in Section 1.5(a)(iii) hereof, unless together with any dividends or distributions payable thereon or cash in lieu of fractional shares, and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any which such holder is entitled, without interest thereon. Company shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisalgive Parent prompt notice of any demands received by Company for appraisal of Company Common Stock, such holder's Shares shall thereupon be converted into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, Parent shall have the Merger Consideration without any interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant right to the DGCL and received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or offer to settle or settle any demands or approve any withdrawal of settle, any such demands. Parent covenants and agrees that, in the event any cash payment is to be made following the Effective Time in respect of Dissenting Shares (as a result of a judgment, settlement or otherwise), Parent shall contribute to the capital of the Surviving Corporation an amount sufficient to make such payment, and no funds or other assets of the Surviving Corporation shall, directly or indirectly, be used for such purpose.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who did has not vote voted in favor of the Merger and who meet all has delivered a written demand for appraisal of the requirements of, and who comply with, all of the relevant provisions of such Shares in accordance with Section 262 of the DGCL (the "DISSENTING SHARES") shall not be converted into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger ConsiderationConsideration as provided in Section 3.1 hereof, unless and until such holders shall have failed holder fails to perfect or shall have effectively withdrawn withdraws or lost their rights otherwise loses such holder's right to appraisal under the DGCL. If Such holder of Dissenting Shares shall be entitled to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of the DGCL, provided that such holder complies with the provisions of Section 262 of the DGCL. At the Effective Time, all Dissenting Shares shall be cancelled and cease to exist and shall represent only the right to receive the fair value thereof in accordance with the DGCL. If, after the Effective Time, any such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost otherwise loses such holder's right to appraisal, such holder's Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration Consideration, without any interest thereon. The Company shall give Parent (i) Purchaser prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating for appraisal of Shares, and, prior to stockholders' rights of appraisal and (ii) the opportunity Effective Time, Purchaser shall have the right to direct participate in all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with the prior written consent of ParentPurchaser, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. Notwithstanding anything to the contrary in this Agreement to the contrarySection 2.1, Shares which are issued and any shares of Company Common Stock outstanding immediately prior to the Effective Time and which are held by stockholders a person who did has not vote voted in favor of the Merger or consented thereto in writing and who meet all of the requirements of, and who comply with, all of the relevant provisions of Section 262 of has demanded appraisal for such shares in accordance with the DGCL (the "DISSENTING SHARES"“Dissenting Shares”) shall not be converted into the a right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until such holders shall have failed holder fails to perfect or shall have effectively withdrawn withdraws or lost their otherwise loses its rights to appraisal under or it is determined that such holder does not have appraisal rights in accordance with the DGCL. If any If, after the Closing, such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost such loses its right to appraisal, or if it is determined that such holder's Shares holder does not have appraisal rights, such shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration without any interest thereonConsideration. The Company shall give Parent (i) and Merger Sub prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating for appraisal of shares, and Parent and Merger Sub shall have the right to stockholders' rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to such demands for appraisal under the DGCLexcept as required by applicable federal, state, local or foreign statute, law, regulation, legal requirement or rule, ordinance or code of any Governmental Authority (as such term is defined in Section 3.4(d) of this Agreement), including any judicial or administrative interpretation thereof (“Law”). The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands, unless and to the extent required to do so under Law.

Dissenting Shares. Notwithstanding anything in any provision of ----------------- this Agreement to the contrary, Shares which that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who did shall have not vote voted in favor of the Merger or consented thereto in writing and who meet all of the requirements of, and who comply with, all of the relevant provisions of shall have demanded properly in writing an appraisal for such Shares in accordance with Section 262 of the DGCL Delaware Law (collectively, the "DISSENTING SHARESDissenting Shares") shall not be ----------------- converted into or represent the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, unless and until such holders except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights to appraisal of such Shares under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares Section 262 shall thereupon be deemed to have been converted into the right and to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be have become exchangeable for), as of the Effective Time, the right to receive the Merger Consideration Consideration, without any interest thereon, upon surrender, in the manner provided in Section 2.09 of the certificate or certificates that formerly evidenced such Shares. The Company shall will give Parent and Purchaser (i) prompt notice of any written demands for appraisal of any Sharesappraisal, attempted withdrawals of such demands, demands for appraisal and any other related instruments served received by the Company, and (ii), after the acceptance of the Shares by Purchaser pursuant to the DGCL and received by the Company relating to stockholders' rights of appraisal and (ii) Offer, the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLappraisal. The Company shall will not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Company, appraisal or settle or offer to settle or settle any demands or approve any withdrawal of any such demandsdemand.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Xxxxx Shares which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder (if any) who did not vote in favor of the Merger and who meet all of the requirements ofis entitled to demand, and who comply withproperly demands, all of the relevant provisions of appraisal for such Xxxxx Shares in accordance with Section 262 of the DGCL (the "DISSENTING SHARES"“Dissenting Shares”) shall not be converted into the a right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration, Consideration unless and until such holders shall have failed holder fails to perfect or shall have effectively withdrawn or otherwise lost their rights such holder’s right to appraisal under appraisal, if any. Such stockholders shall be entitled to receive payment of the DGCLappraised value of such Xxxxx Shares held by them in accordance with the provisions of such Section 262. If any If, after the Effective Time, such holder shall have failed fails to perfect perfect, effectively withdraws or shall have effectively withdrawn or lost otherwise loses any such right to appraisal, such holder's Xxxxx Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration pursuant to Section 2.5(c) without any interest thereon. The Company Xxxxx shall give Parent (i) Acquiror prompt notice of any written demands received by Xxxxx for appraisal of any Xxxxx Shares, attempted withdrawals of such demands, and any other instruments served pursuant Acquiror shall have the right to the DGCL and received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company Xxxxx shall not, except with the prior written consent of ParentAcquiror or as otherwise required by Law, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands, nor shall Xxxxx agree to or commit to making any such payment or settlement or admit to any liability with respect to such matters.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which are issued and the shares of Common Stock outstanding immediately prior to the Effective Time and which are held by stockholders a holder who did has not vote voted in favor of the Merger or consented thereto in writing and who meet all has demanded properly in writing appraisal for such shares of the requirements of, and who comply with, all of the relevant provisions of Common Stock in accordance with Section 262 of the DGCL (the "DISSENTING SHARES") and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights shall not be converted into or represent the right to receive the Merger Consideration (and "Dissenting Shares"). Such stockholders shall be entitled to receive payment of the certificates for appraised value of such Common Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until such holders held by stockholders who shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights to appraisal of such shares of Common Stock held by them under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares Section 262 shall thereupon be deemed to have been converted into the right and to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for)have become exchangeable, as of the Effective Time, for the Merger Consideration right to receive, without any interest thereon, the Merger Consideration, upon surrender, in the manner provided in this Article II, of the Certificate or Certificates that formerly evidenced such shares of Common Stock. The Company shall give Parent (i) and Purchaser prompt notice of any written demands for appraisal of any Sharesreceived by the Company, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL Delaware law and received by the Company relating Company, and Parent and Purchaser shall have the right to stockholders' rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with the prior written consent of ParentParent and Purchaser, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyappraisal, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Shares which are any shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time and which that are held by stockholders a Stockholder who did not vote has exercised and perfected appraisal rights for such shares in favor of the Merger and who meet all of the requirements of, and who comply with, all of the relevant provisions of Section 262 of accordance with the DGCL (the "DISSENTING SHARES") shall not be converted into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares shall thereupon be converted into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for)who, as of the Effective Time, has not effectively withdrawn or lost such appraisal rights ("Dissenting Shares"), shall not be converted into or represent a right to receive Buyer Common Stock pursuant to Section 1.8.1, but the Merger Consideration without holder thereof shall only be entitled to such rights as are granted by the DGCL. Notwithstanding the provisions of this Section, if any interest thereonholder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) his or her appraisal rights, then, as of the later of the Effective Time and the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive the shares of Buyer Common Stock to which such Stockholder would otherwise be entitled under Section 1.8.1 (less the number of shares allocable to such Stockholder that have been deposited into the Escrow Fund on such holder's behalf pursuant to Article VII), upon surrender of the certificate representing such shares. The Company shall give Parent Buyer (i) prompt notice of any written demands demand for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating pursuant to stockholders' rights the applicable provisions of appraisal the DGCL and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of ParentBuyer, voluntarily make any payment with respect to any such demands for appraisals of capital stock of the Company, or offer to settle or settle any demands or approve such demands. To the extent that the Company makes any withdrawal payments in respect of any Dissenting Shares prior to the Effective Time, Buyer shall be entitled to recover under the terms of Article VII hereof the aggregate amount by which such demandspayment or payments exceed the aggregate consideration that otherwise would have been payable in respect of such shares (for this purpose, valued in the same manner specified in Section 7.2.5(b) below).

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 3.1, Shares which are DWS Common Stock issued and outstanding immediately prior to the Redomestication Transaction or the Effective Time and which are held by stockholders a Holder who did has not vote voted in favor of the Merger Redomestication Transaction or the Merger, as the case may be, or consented thereto in writing and who meet all of the requirements of, and who comply with, all of the relevant provisions of has dissented or demanded appraisal for such shares in accordance with applicable Yukon Law or Section 262 of Delaware Law, if such laws provide for dissent or appraisal rights for such shares in connection with the DGCL Redomestication Transaction or the Merger (the "DISSENTING SHARESDissenting Shares") shall not be converted into the a right to receive (the Merger Shares unless and until such holder fails to perfect, withdraws or otherwise loses its right to dissent or appraisal and payment under relevant Yukon Law or Delaware Law. If, after the certificates for Effective Time, any such Holder fails to perfect, withdraws or loses its right to dissent or appraisal, such Dissenting Shares shall not be exchangeable for) treated as if they had been converted as of the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares shall thereupon be converted Effective Time into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration Shares, if any, to which such Holder is entitled, without any interest or dividends thereon. The Company DWS shall give Parent (i) IDC prompt notice of any written demands received by DWS for appraisal of any Sharesshares of DWS Common Stock, attempted withdrawals of such demandswhether in connection with the Merger or the Redomestication Transaction, and any other instruments served pursuant IDC shall have the right to the DGCL and received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except Except with the prior written consent of ParentIDC, voluntarily DWS shall not make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Shares which are issued and outstanding immediately prior with respect to the Effective Time and which are any shares of Company Preferred Stock or Company Common Stock held by stockholders who did not vote in favor shareholders of the Merger Company who have not elected to receive payment pursuant to Section 1.12 and who meet all of the requirements of, are entitled to demand and who comply with, all of the relevant provisions of Section 262 of the DGCL have properly exercised and perfected and/or reserved their appraisal or dissenters’ rights (the "DISSENTING SHARES"“Dissenting Shares”) shall not be converted into in accordance with the right to receive (and the certificates for CCC, such Dissenting Shares shall not be exchangeable for) converted into or represent the Merger Considerationright to receive the consideration payable pursuant to this Agreement upon consummation of the Merger, but, instead, the holders of Dissenting Shares shall be entitled to payment of the appraised value of such Dissenting Shares in accordance with the applicable provisions of the CCC, unless and until to the extent that any such holders holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost their rights irrevocably forfeited its right to appraisal under the DGCLapplicable provisions of the CCC or irrevocably withdrawn its demand for appraisal. If any such holder shall have failed to perfect of Dissenting Shares has so irrevocably forfeited or shall have effectively withdrawn or lost such its right to appraisalappraisal of Dissenting Shares, then, as of the occurrence of such event, such holder's ’s Dissenting Shares shall thereupon cease to be Dissenting Shares and shall be converted into and represent the right to receive (and the certificates that immediately prior consideration payable in respect of such shares pursuant to the Effective Time represented such Dissenting Shares this Agreement, without interest, which payments shall be exchangeable for), as of the Effective Time, the Merger Consideration without any interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served made pursuant to the DGCL terms of this Agreement, and received by the Company relating Buyer and Merger Sub shall set aside such amounts as needed to stockholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any demands or approve any withdrawal of any such demandspayments.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who did has not vote voted in favor of the Merger and who meet all has delivered a written demand for appraisal of the requirements of, and who comply with, all of the relevant provisions of such Shares in accordance with Section 262 of the DGCL (the "DISSENTING SHARESDissenting Shares") shall not be converted into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger ConsiderationConsideration as provided in Section 1.2 hereof, unless and until such holders shall have failed holder fails to perfect or shall have effectively withdrawn withdraws or lost their rights otherwise loses such holder's right to appraisal and payment under the DGCL. If Such holder shall be entitled to receive payment of the appraised value of such Shares in accordance with the provisions of the DGCL, provided that such holder complies with the provisions of Section 262 of the DGCL. If, after the Effective Time, any such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost otherwise loses such holder's right to appraisal, such holder's Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration Consideration, without any interest thereon. The Company shall give Parent (i) Merger Sub prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating for appraisal of Shares, and, prior to stockholders' rights of appraisal and (ii) the opportunity Effective Time, Merger Sub shall have the right to direct participate in all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with the prior written consent of ParentMerger Sub, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder (a "Dissenting Stockholder"), if any, who did not vote in favor of has the Merger and who meet all of the requirements ofright to demand, and who comply withproperly demand, all an appraisal of the relevant provisions of such shares in accordance with Section 262 of the DGCL or any successor provision (the "DISSENTING SHARESDissenting Shares") shall not be converted into the a right to receive (and the certificates for Per Share Merger Consideration unless such Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until such holders shall have failed Stockholder fails to perfect or shall have effectively withdrawn otherwise loses or lost their rights withdraws such Dissenting Stockholder's right to appraisal under such appraisal, if any. Provided the holder of any Dissenting Shares complies with the provisions of the DGCL. If any , such holder shall have failed with respect thereto solely the appraisal rights provided under Section 262 of the DGCL. If, after the Effective Time, such Dissenting Stockholder fails to perfect or shall have effectively withdrawn otherwise loses or lost withdraws any such right to appraisal, each such holder's Shares share of such Dissenting Stockholder shall thereupon be treated as a share that had been converted as of the Effective Time into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Per Share Merger Consideration without any interest thereonin accordance with this Section 1.8. The Company shall give Parent (i) prompt notice to Purchaser of any written demands received by the Company for appraisal of any Dissenting Shares, attempted withdrawals of such demands, and any other instruments served pursuant Purchaser shall have the right to the DGCL participate in and received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of ParentPurchaser, voluntarily which consent shall not be unreasonably withheld, make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which are any issued and outstanding immediately prior to the Effective Time and which are Shares held by stockholders a Person (a "DISSENTING STOCKHOLDER") who did not vote in favor of objects to the Merger and who meet complies with all of the requirements of, and who comply with, all of the relevant provisions of Section 262 Delaware law concerning the right of the DGCL holders of Shares to require appraisal of their Shares (the "DISSENTING SHARES") shall not be converted as described in Section 2.06(b) but shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares shall be deemed to be converted as of the Effective Time into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares shall thereupon be converted into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration without any interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and Shares received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCLany such demands. The Company shall not, except with as required by any competent court, without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle, offer to settle or settle any demands or approve any withdrawal of otherwise negotiate, any such demands. "PERSON" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which any shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders who did not vote in favor a shareholder of the Merger and Company who meet all has properly asserted such holder’s dissenters’ rights under Article 13 of the requirements of, and who comply with, all of the relevant provisions of Section 262 of the DGCL GBCC (the "DISSENTING SHARES"“Dissenting Shares”) shall not be converted into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration, Consideration unless and until such holders holder shall have failed to perfect perfect, or shall have effectively withdrawn or lost their rights lost, such holder’s right to appraisal payment of the “fair value” for such shares under Article 13 of the DGCLGBCC. If any such holder shall have so failed to perfect or shall have effectively withdrawn or lost such right to appraisalat or following the Effective Time of the Merger, each share of such holder's Shares ’s Company Common Stock shall thereupon be deemed to have been converted into the right and to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for)have become, as of the Effective TimeTime of the Merger, the Merger Consideration right to receive, without any interest thereon, the Merger Consideration. The Company shall give Parent (i) prompt notice of any written notice or demands for appraisal or payment for shares of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and Company Common Stock received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to any such demands for appraisal under the DGCLor notices. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle, offer to settle or settle any demands or approve any withdrawal of otherwise negotiate, any such demands. Each holder of Dissenting Shares who becomes entitled under Article 13 of the GBCC to receive payment of the “fair value” for such holder’s shares shall receive such payment therefor from the Surviving Corporation (but only after the amount thereof shall have been finally determined pursuant to the GBCC), and such shares shall be retired and cancelled.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, any Common Shares which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder (a “Dissenting Stockholder”) who did has not vote voted in favor of the Merger or consented thereto in writing and who meet all of the requirements of, and who comply with, all of the relevant provisions of Section 262 of has properly demanded appraisal for such Common Shares in accordance with the DGCL (the "DISSENTING SHARES"“Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration at the Effective Time in accordance with Section 2.01(a) hereof, but shall represent and become the right to receive (and the certificates for such consideration as may be determined to be due to such Dissenting Shares shall not be exchangeable for) Stockholder pursuant to the Merger Considerationlaws of the State of Delaware, unless and until such holders shall have failed holder fails to perfect or shall have effectively withdrawn withdraws or lost their rights otherwise loses such holder’s right to appraisal and payment under the DGCL. If any If, after the Effective Time, such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost otherwise loses such holder’s right to appraisal, such holder's Shares shall thereupon be converted into the right to receive (and the certificates that immediately prior to the Effective Time represented such former Dissenting Shares held by such holder shall be exchangeable for), treated as if they had been converted as of the Effective TimeTime into a right to receive, upon surrender as provided above, the Merger Consideration Consideration, without any interest or dividends thereon, in accordance with Section 2.01(a). The Company shall give Parent (i) Merger Sub prompt notice of any written demands received by the Company for appraisal of any Common Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders' rights of appraisal Company, and (ii) Merger Sub shall have the opportunity right to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Company, appraisal or offer to settle or settle any demands or approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 2.1(a), Shares which are issued and shares of Dish Common Stock outstanding immediately prior to the Effective Time and which are held by stockholders a Dish Stockholder who did has not vote voted in favor of the Merger or consented to the Merger in writing and who meet all of the requirements of, and who comply with, all of the relevant provisions of Section 262 of has demanded appraisal for those shares in accordance with the DGCL (the "DISSENTING SHARES") shall not be converted into the a right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Dish Per Share Merger Consideration, unless and until such holders shall have failed the holder fails to perfect perfect, withdraws or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such otherwise loses its right to appraisal. If, such holder's Shares shall thereupon be converted into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of after the Effective Time, the holder fails to perfect, withdraws or loses its right to appraisal, those shares of Dish Common Stock shall be treated as if they had been converted as of the Effective Time into a right to receive the Dish Per Share Merger Consideration without any interest thereonConsideration. The Company Dish shall give Parent (i) Soap prompt notice of any written demands received by Dish for appraisal of any Shares, attempted withdrawals shares of such demandsDish Common Stock, and any other instruments served pursuant Soap shall have the right to the DGCL and received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLthose demands. The Company shall not, except Except with the prior written consent of ParentSoap, voluntarily or to the extent required by applicable Law, Dish shall not make any payment with respect to any demands for appraisals of capital stock of the Companyto, or offer to settle or settle settle, any demands demands. Nothing in this Agreement is intended to amend or approve waive any withdrawal obligation of any such demandsDish Stockholder who has waived or limited the right to assert appraisal rights in a separate agreement or in this Agreement.

Dissenting Shares. Notwithstanding anything to the contrary contained in this Agreement Agreement, to the contrary, Shares which extent appraisal rights are issued and outstanding immediately prior available to the Effective Time and which are Company's shareholders pursuant to the KGCC, any shares of Company Common Stock held by stockholders a person who did objects to the Merger, whose shares of Company Common Stock were not entitled to vote or were not voted in favor of the Merger and who meet complies with all of the requirements of, provisions of the KGCC concerning the rights of such person to dissent from the Merger and to require appraisal of such person's shares of Company Common Stock and who comply with, all of has not withdrawn such objection or waived such rights prior to the relevant provisions of Section 262 of the DGCL Closing Date (the "DISSENTING SHARESCompany Dissenting Shares") shall not be converted into pursuant to Section 2.2 but shall become the right to receive (and such consideration as may be determined to be due to the certificates for holder of such Company Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares shall thereupon be converted into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration without any interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received KGCC, including, if applicable, any costs determined to be payable by Sub or the Company relating to stockholders' rights the holders of appraisal and (ii) the opportunity Company Dissenting Shares pursuant to direct all negotiations and proceedings with respect to demands for appraisal under an order of the DGCL. The Company shall not, except district court in accordance with the prior written consent KGCC. Notwithstanding the foregoing, as set forth hereinafter, the obligation of Parent, voluntarily make any payment with respect Gold to any demands for appraisals of capital stock close on this transaction is contingent upon the total required cash payments due Company's shareholders totaling less than 5% of the Company, offer total consideration being provided by Gold to settle or settle any demands or approve any withdrawal of any such demandsCompany as consideration for this Merger.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who did has not vote voted in favor of the Merger or consented thereto in writing and who meet all has demanded appraisal for such shares in accordance with Section 1300 of the requirements ofGCL, and who comply withif such Section 1300 provides for appraisal rights for such Shares in the Merger ("Dissenting Shares"), all of the relevant provisions of Section 262 of the DGCL (the "DISSENTING SHARES") shall not be converted into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger ConsiderationPrice as provided in Section 2.07, unless and until such holders shall have failed holder fails to perfect or shall have effectively withdrawn withdraws or lost their rights otherwise loses his right to appraisal and payment under the DGCLGCL. If If, after the Effective Time, any such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost such loses his right to appraisal, then such holder's Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration Price, if any, to which such holder is entitled, without any interest or dividends thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating for appraisal of Shares and, prior to stockholders' rights of appraisal and (ii) the opportunity Effective Time, Parent shall have the right to direct participate in all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. 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 appraisals of capital stock of the Company, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.. SECTION 3.02

Dissenting Shares. Notwithstanding anything in this Agreement to ----------------- the contrary, Shares which and Preferred Shares that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders who did (i) have not vote voted such Shares in favor of the Merger and who meet all (ii) have delivered timely a written demand for appraisal of such Shares in the requirements of, and who comply with, all of the relevant provisions of manner provided in Section 262 of the DGCL (the "DISSENTING SHARES") Delaware Law shall not be cancelled and converted into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger ConsiderationConsideration described in Section 2.5(a) or 2.5(b), unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any such holder shall have failed to perfect perfect, or effectively shall have withdrawn or lost, such holder's right to appraisal and payment under the Delaware Law. If such holder shall have so failed to perfect, or effectively shall have withdrawn or lost such right to appraisalright, such holder's Shares or Preferred Shares shall thereupon be deemed to have been cancelled and converted into as described in Sections 2.5(a) and 2.5(b), at the Effective Time, and each Share and Preferred Share shall represent solely the right to receive the appropriate Merger Consideration. From and after the Effective Time, no stockholder who has demanded appraisal rights as provided in Section 262(d) of the Delaware Law shall be entitled to vote his or her Shares for any purpose or to receive payment of dividends or other distributions with respect to his or her Shares or Preferred Shares (except dividends and the certificates that immediately other distributions payable to stockholders of record at a date which is prior to the Effective Time represented such Dissenting Shares shall be exchangeable forTime), as of the Effective Time, the Merger Consideration without any interest thereon. The Company shall will give Parent (i) Purchaser prompt notice of any all written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Company, offer to settle Shares or settle any demands or approve any withdrawal of any such demandsPreferred Shares.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares which are issued the shares of any holder of SPC Capital Stock who has demanded and outstanding immediately prior to perfected appraisal rights for such shares in accordance with Delaware Law and who, as of the Effective Time and which are held by stockholders who did Time, has not vote in favor of the Merger and who meet all of the requirements of, and who comply with, all of the relevant provisions of Section 262 of the DGCL effectively withdrawn or lost such appraisal rights (the "DISSENTING SHARESDissenting Shares") shall not be converted into or represent a right to receive Allegro Common Stock pursuant to Section 1.6, but the holder thereof shall only be entitled to such rights as are granted by Delaware Law. (b) Notwithstanding the foregoing, if any holder of shares of SPC Capital Stock who demands appraisal of such shares under Delaware Law shall effectively withdraw the right to appraisal, then, as of the later of the Effective Time and the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger ConsiderationAllegro Common Stock, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisalwithout interest thereon, such holder's Shares shall thereupon be converted into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as upon surrender of the Effective Time, the Merger Consideration without any interest thereoncertificate representing such shares. The Company (c) SPC shall give Parent Allegro (i) prompt notice of any written demands for appraisal of any Sharesshares of SPC Capital Stock, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL Delaware Law and received by the Company relating SPC which relate to stockholders' rights of any such demand for appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal under the DGCLDelaware Law. The Company SPC shall not, except with the prior written consent of ParentAllegro or as may be required by applicable law, voluntarily make any payment with respect to any demands for appraisals appraisal of capital stock of the Company, SPC Capital Stock or offer to settle or settle any demands or approve any withdrawal of any such demands.. 1.8

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which shares of Company Common Stock that are held by stockholders any holder who did has not vote voted in favor of the Merger or consented thereto in writing and who meet all of the requirements of, and who comply with, all of the relevant provisions of has demanded appraisal rights in accordance with Section 262 of the DGCL (the "DISSENTING SHARES"“Dissenting Shares”) shall not be converted into the right to receive (and the certificates for Merger Consideration but shall become the right to receive such consideration as may be determined to be due in respect of such Dissenting Shares shall not be exchangeable for) pursuant to the Merger ConsiderationDGCL; provided, unless and until such holders however, that any holder of Dissenting Shares who shall have failed to perfect or shall have effectively withdrawn or lost their his rights to appraisal of such Dissenting Shares, in each case under the DGCL. If any such holder , shall have failed to perfect or shall have effectively withdrawn or lost such forfeit the right to appraisalappraisal of such Dissenting Shares, and such holder's Dissenting Shares shall thereupon be deemed to have been converted into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for)receive, as of the Effective Time, the Merger Consideration without interest, and the Surviving Corporation shall remain liable for payment of the Merger Consideration for such shares, without any interest thereoninterest. Notwithstanding anything to the contrary contained in this Section 2.09, if the Merger is rescinded or abandoned in accordance with the terms of this Agreement, then the right of any stockholder to be paid the fair value of such stockholder’s Dissenting Shares shall cease. The Company Surviving Corporation shall give Parent (i) prompt notice comply with all of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to its obligations under the DGCL and received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent holders of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any demands or approve any withdrawal of any such demandsDissenting Shares.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 3.06(a), Shares which are issued and shares of Company Common Stock outstanding immediately prior to the Effective Time and which are held by stockholders who did not vote in favor of the Merger and who meet all of the requirements of, and who comply with, all of the relevant provisions of Section 262 of the DGCL (the "DISSENTING SHARES") a Dissenting Stockholder shall not be converted into a right to receive the Per Share Amount, but shall be converted into the right to receive (and the certificates for such consideration as may be determined to be due such Dissenting Shares Stockholder pursuant to the DGCL, unless such holder fails to perfect, withdraws or otherwise loses its right to appraisal. From and after the Effective Time, a Dissenting Stockholder who has properly exercised such appraisal rights shall not be exchangeable for) have any rights of a stockholder of the Merger ConsiderationCompany or the Surviving Corporation with respect to his shares, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal except those provided under Section 262 of the DGCL. If any If, after the Effective Time, such holder shall have failed Dissenting Stockholder fails to perfect perfect, withdraws or shall have effectively withdrawn or lost such loses its right to appraisal, such holder's Shares shall thereupon be converted into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shares of Company Common Stock shall be exchangeable for), treated as if they had been converted as of the Effective TimeTime into a right to receive the Per Share Amount, the Merger Consideration without any interest thereoninterest. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders' rights for appraisals of appraisal shares of Company Common Stock, and (ii) Parent shall have the opportunity right to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except Except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Company Ordinary Shares which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who did has not vote voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who meet all is entitled to demand and has properly exercised appraisal rights of such shares in accordance with the requirements ofCMSA (such Company Ordinary Shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, and who comply withwithdraws, all of or loses such holder’s appraisal rights under the relevant provisions of Section 262 of the DGCL (the "DISSENTING SHARES"CMSA with respect to such shares) shall not be converted into the a right to receive (and a portion of the certificates for such Dissenting Shares shall not be exchangeable for) the aggregate Merger Consideration, unless and until but instead shall be entitled to only such holders shall have failed rights as are granted by the CMSA; provided, however, that if, after the Effective Time, such holder fails to perfect perfect, waives, withdraws, or shall have effectively withdrawn or lost their rights loses such holder’s right to appraisal under pursuant to the DGCL. If any CMSA, or if a court of competent jurisdiction shall determine that such holder shall have failed is not entitled to perfect or shall have effectively withdrawn or lost such right to appraisalthe relief provided by the CMSA, such holder's Company Ordinary Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive (the aggregate Merger Consideration in accordance with Section 2.1 without interest thereon, upon transfer of such shares. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of Company Ordinary Shares, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the certificates that immediately Company prior to the Effective Time represented that relates to such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration without any interest thereondemand. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except Except with the prior written consent of ParentParent (which consent shall not be unreasonably conditioned, voluntarily withheld, delayed or denied), the Company shall not make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle, or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders any stockholder who did not vote in favor of the Merger or consent thereto in writing and who meet all of the requirements of, and who comply with, all of the relevant provisions of with Section 262 of the DGCL (the "DISSENTING SHARESDissenting Shares") shall not be converted into or represent the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until any such holders stockholder shall have failed to perfect or shall have effectively withdrawn or lost their his or her rights to appraisal under the DGCL, but the holder of such Dissenting Shares shall be entitled to payment from the Surviving Corporation of the appraised value of such Shares in accordance with the provisions of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisalthat right, such that holder's Shares shall thereupon be converted into and become exchangeable for the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for)receive, as of the Effective Time, the Merger Consideration without any interest thereoninterest. The Company shall give the Parent (ia) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, demand and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders' rights of appraisal and (iib) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Parent, voluntarily make any payment with respect to any demands for appraisals appraisal of capital stock of the CompanyShares, offer to settle or settle any demands or approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything in this the Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which are held of record or beneficially by stockholders a person who did has not vote voted in favor of approval and adoption of the Merger Agreement and who meet all of the requirements ofis entitled to demand and properly exercises dissenters’ rights with respect to such Shares (“Dissenting Shares”) pursuant to, and who comply complies in all respects with, all Sections 302A.471 and 302A.473 of the relevant provisions of Section 262 of the DGCL MBCA (the "DISSENTING SHARES") “Dissenters Rights”), shall not be converted into or represent the right to receive (and the certificates Merger Consideration for such Dissenting Shares but instead shall not be exchangeable forentitled to payment of the fair value (including interest determined in accordance with Section 302A.473 of the MBCA) of such Dissenting Shares in accordance with the Merger ConsiderationDissenters Rights; provided, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost such right to appraisal, such holder's Shares shall thereupon be converted into lose the right to receive (dissent under the Dissenters Rights, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), deemed to have been converted as of the Effective TimeTime into, and to have become exchangeable solely for the right to receive, the Merger Consideration Consideration, without any interest thereon. The Company shall give provide prompt written notice to Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and applicable Law that are received by the Company relating for Dissenters Rights with respect to stockholders' rights of appraisal any Shares, and (ii) Parent shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or compromise or offer to settle or settle any demands or approve any withdrawal of compromise, any such demandsdemand, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which are shares of Company Common Stock issued and outstanding immediately prior to on the Effective Time and Date which are held of record by stockholders shareholders who did shall not vote have voted such shares in favor of the Merger and who meet all shall have properly exercised rights to demand payment of the requirements of, and who comply with, all fair value of such shares in accordance with Section 1930 of the relevant provisions of Section 262 of the DGCL PA BCL (the "DISSENTING SHARES"“Dissenting Shares”) shall not be converted into the right to receive (and any portion of the certificates for such Dissenting Shares shall not be exchangeable for) the Adjusted Merger Consideration, unless and until but the holders thereof instead shall be entitled to payment of the fair value of such holders shall have failed to perfect shares in accordance with the provisions of Section 1930 of the PA BCL (the “Dissenting Consideration”); provided, however, that if such a holder subsequently delivers an effective written withdrawal of such notice or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any such holder shall have failed otherwise lose his or her rights to perfect dissent, then in either of such cases, each share of Company Common Stock held of record by such holder or holders shall have effectively withdrawn or lost such right to appraisal, such holder's Shares shall thereupon automatically be converted into and represent only the right to receive (and the Adjusted Merger Consideration, upon the surrender of the certificate or certificates that immediately prior to the Effective Time represented representing such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration without any interest thereonShares. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating for payment of the fair value of such shares, and Parent shall have the right to stockholders' rights of appraisal and (ii) participate in all the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment (except to the extent that any such payment is made pursuant to a court order) with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 1.3, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who did has not vote voted in favor of this Agreement or consented in writing and who has demanded payment of the fair value of such Shares in accordance with the NCBCA shall not be converted into a right to receive the Merger and who meet all of the requirements ofConsideration, and who comply with, all of the relevant provisions of Section 262 of the DGCL (the "DISSENTING SHARES") but shall not be converted into the right to receive (and such consideration as may be determined to be due in respect of such dissenting Shares pursuant to Article 13 of the certificates for NCBCA; provided, however, that if the holder of such Dissenting dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn waived, rescinded or otherwise lost their rights (in each such instance, to appraisal under the DGCL. If any reasonable satisfaction of the Surviving Corporation) its status as a "dissenter" pursuant to Article 13 of the NCBCA, then such holder shall have failed to perfect or shall have effectively withdrawn or lost such forfeit the right to appraisal, dissent from the Merger and such holder's Shares shall thereupon be deemed to have been converted into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), Merger Consideration as of the Effective Time, the Merger Consideration without any interest thereon. The Company shall give Parent (i) Buyer prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating for appraisal of Shares, and Buyer shall have the right to stockholders' rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of ParentBuyer, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle, or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares which are issued and any shares of Company Capital Stock outstanding immediately prior to the Effective Time and which are held by stockholders a holder who (i) voted against the Merger (if submitted for approval at a meeting of shareholders); (ii) did not vote consent in favor of writing to the Merger (if submitted for approval by written consent in lieu of a meeting); or (iii) has not otherwise contractually waived its rights of dissent and appraisal, and, in each case, who meet all has exercised and perfected its rights of dissent and appraisal for such shares in accordance with the requirements ofDissent Statute and has not effectively withdrawn or lost such rights of dissent and appraisal (collectively, and who comply with, all of the relevant provisions of Section 262 of the DGCL (the "DISSENTING SHARES"“Dissenting Shares”) shall not be converted into or represent the right to receive (consideration for Company Capital Stock set forth in Section 2.7 and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until such holder or holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares shall thereupon be converted into the right to receive (and the certificates that immediately prior to the Effective Time represented of such Dissenting Shares shall be exchangeable for), entitled only to such rights as of may be granted to such holder or holders under the Dissent Statute. At the Effective Time, the Merger Consideration without Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any interest thereonrights with respect thereto, except the right to receive the appraised value of such shares in accordance with the relevant provisions of the Dissent Statute. The Company shall give Parent (i) prompt notice holders of any written demands for appraisal Dissenting Shares shall instead be entitled to receive payment of any Shares, attempted withdrawals the fair value of such demands, and any other instruments served pursuant to the DGCL and received Dissenting Shares held by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except them in accordance with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any demands or approve any withdrawal of any such demandsDissent Statute.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which are shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder (if any), who did not vote in favor of has the Merger and who meet all of the requirements ofright to demand, and who comply withproperly demands, all an appraisal of the relevant provisions such shares of Company Common Stock in accordance with Section 262 of the DGCL (the or any successor provision) ("DISSENTING SHARESDissenting Shares") shall not be converted into the a right to receive (and the certificates for their Merger Consideration unless such Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until such holders shall have failed holder fails to perfect or shall have effectively withdrawn or lost their rights otherwise loses such holder's right to appraisal under such appraisal, if any. If, after the DGCL. If any Effective Time, such holder shall have failed fails to perfect or shall have effectively withdrawn or lost loses any such right to appraisal, each such holder's Shares share of Company Common Stock of such holder shall thereupon be treated as a share of Company Common Stock that had been converted as of the Effective Time into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of Merger Consideration in accordance with Article 1. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the Merger Consideration without rights provided in Section 262 of the DGCL (or any interest thereonsuccessor provision) and as provided in the immediately preceding sentence. The Company shall give Parent (i) prompt notice to Parent of any written demands received by Company for appraisal of any Shares, attempted withdrawals shares of such demandsCompany Common Stock, and any other instruments served pursuant Parent shall have the right to the DGCL participate in and received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands. Parent shall be responsible for all payments with respect to the Dissenting Shares, including without limitation, all expenses associated with any negotiations and proceedings with respect to demands for appraisal under the DGCL.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Common Shares which and Preferred Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders holders who did shall not vote have voted in favor of the Merger or consented thereto in writing and who meet all shall have demanded properly in writing appraisal for such shares in accordance with Section 262 of the requirements ofDGCL (collectively, and who comply withthe “Dissenting Shares”) shall not be converted into or represent the right to receive the consideration set forth in Section 3.1, all of if any. Such holders shall be entitled to receive such consideration as is determined to be due with respect to such Dissenting Shares in accordance with the relevant provisions of Section 262 of the DGCL (the "DISSENTING SHARES") shall not be converted into the right to receive (and the certificates for such DGCL, except that all Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until such held by holders who shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights to appraisal of such shares under Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares DGCL shall thereupon be deemed to have been converted into the right and to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be have become exchangeable for), as of the Effective Time, the Merger Consideration right to receive the consideration specified in Section 3.1, if any (as adjusted, if applicable), without any interest thereon, upon surrender, in the manner provided in Section 3.5, of the certificate or certificates that formerly evidenced such Dissenting Shares. The Company shall give Parent (i) serve prompt notice to Buyer of any written demands for appraisal of any Common Shares of Preferred Shares, attempted withdrawals of such demands, demands and any other instruments instrument served pursuant to Section 262 of the DGCL and received by the Company relating Company, and Buyer shall have the right to stockholders' rights of appraisal participate in and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with without the prior written consent of ParentBuyer, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, offer to settle or settle any demands or approve any withdrawal of settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which are shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder (if any), who did not vote in favor of has the Merger and who meet all of the requirements ofright to demand, and who comply withproperly demands, all an appraisal of the relevant provisions such shares of Company Common Stock in accordance with Section 262 of the DGCL (the or any successor provision) ("DISSENTING SHARESDissenting Shares") shall not be converted into the a right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration, Consideration unless and until such holders shall have failed holder fails to perfect or shall have effectively withdrawn or lost their rights otherwise loses such holder's right to appraisal under such appraisal, if any. If, after the DGCL. If any Effective Time, such holder shall have failed fails to perfect or shall have effectively withdrawn or lost loses any such right to appraisal, each such holder's Shares share of Company Common Stock of such holder shall thereupon be treated as a share of Company Common Stock that had been converted as of the Effective Time into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of Merger Consideration in accordance with this Article 1. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the Merger Consideration without rights provided in Section 262 of the DGCL (or any interest thereonsuccessor provision) and as provided in the immediately preceding sentence. The Company shall give Parent (i) prompt notice to Parent of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating for appraisal of shares of Company Common Stock, and Parent shall have the right to stockholders' rights of appraisal participate in and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or compromise or offer to settle or settle any demands or approve any withdrawal of compromise, any such demands. Parent shall be responsible for all payments with respect to the Dissenting Shares, including all expenses associated with any negotiations and proceedings with respect to demands for appraisal under the DGCL.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which are any shares of Company Capital Stock held by stockholders a holder who did not vote in favor of the Merger has demanded and who meet all of the requirements of, and who comply with, all of the relevant provisions of Section 262 of the DGCL (the "DISSENTING SHARES") shall not be converted into the right to receive (and the certificates perfected appraisal or dissenters' rights for such Dissenting Shares shall not be exchangeable for) shares in accordance with the Merger Consideration, unless CGCL and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares shall thereupon be converted into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for)who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("Dissenting Shares"), shall not be converted into or represent Parent Common Stock pursuant to Section 1.6, but the Merger Consideration holder thereof shall only be entitled to such rights as are granted by the CGCL. Notwithstanding the provisions of subsection (a), if any holder of shares of Company Capital Stock who demands appraisal of such shares under the CGCL shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of the Effective Time and the occurrence of such event, such holder's shares shall automatically be converted into and represent only Parent Common Stock, and cash in lieu of fractional shares as provided in Section 1.6, without any interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Sharesshares of Company Capital Stock, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL CGCL and received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLCGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals appraisal of capital stock of the Company, Company or offer to settle or settle any demands or approve any withdrawal of any such demands. Surrender of Certificates.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which are any issued and outstanding immediately prior to the Effective Time and which are Shares held by stockholders a person (a “Dissenting Stockholder”) who did not vote in favor of the Merger and who meet all of the requirements of, and who comply with, all of the relevant provisions of is entitled to appraisal rights under Section 262 of the DGCL and has complied with all the provisions of the DGCL concerning the right of holders of Shares to require appraisal of such Shares (the "DISSENTING SHARES"“Dissenting Shares”) shall not be converted into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger ConsiderationConsideration as described in Section 2.01(a)(i), unless and until but shall become the right to receive the fair value of such holders shall have failed Shares pursuant to perfect or shall have effectively withdrawn or lost their rights to appraisal under the procedures set forth in Section 262 of the DGCL. If any such holder shall have failed Dissenting Stockholder effectively withdraws such Dissenting Stockholder’s demand for appraisal or fails to perfect or shall have effectively withdrawn or lost otherwise loses such Dissenting Stockholder’s right of appraisal with respect to appraisalsuch Shares, in any case pursuant to the DGCL, such holder's Shares shall thereupon be deemed to be converted as of the Effective Time into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration for each such Share, without any interest thereonand subject to Section 2.05, and such Shares shall not be deemed to be Dissenting Shares. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any SharesShares received by the Company, attempted withdrawals of such demands, demands and any other instruments served on the Company pursuant to Section 262 of the DGCL DGCL, and received by Parent shall have the Company relating right to stockholders' rights of appraisal participate in and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with without the prior written consent of Parent, voluntarily make or offer to make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, any Shareholder Common Shares held by a Shareholder who has not voted such Shareholder Common Shares in favor of the adoption of this Agreement and the Merger and with respect to which are issued appraisal shall have been duly demanded and outstanding immediately perfected in accordance with Chapter 13 of the CGCL and not effectively withdrawn or forfeited prior to the Effective Time and which are held by stockholders who did not vote in favor of the Merger and who meet all of the requirements of("Dissenting Shares"), and who comply with, all of the relevant provisions of Section 262 of the DGCL (the "DISSENTING SHARES") shall not be converted into or represent the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Per Share Merger Consideration, unless and until the right of the Shareholder who owns such holders Dissenting Shares to appraisal shall have failed to perfect ceased in accordance with Section 1309 of the CGCL. If such Shareholder has forfeited or shall have effectively withdrawn or lost their rights its right to appraisal under of Dissenting Shares, then, as of the DGCL. If any occurrence of such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisalevent, such holderShareholder's Dissenting Shares shall thereupon cease to be Dissenting Shares and shall each be converted into and represent the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Per Share Merger Consideration without any interest thereonpayable in respect of such Shareholder Common Shares pursuant to Section 2.06(b). The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shareholder Common Shares, attempted withdrawals of such demands, and any other instruments served pursuant that relate to the DGCL and such demands received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLCGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals appraisal of capital stock of the Company, Shareholder Common Shares or offer to settle or settle any demands or approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares each share of Company Common Stock owned by stockholders who did not vote in favor of Merger I and to which appraisal rights under Section 262 of Delaware Law are available (“Dissenting Shares”) issued and outstanding immediately prior to the Effective Time and which are held by stockholders who did not vote in favor of the Merger and who meet all of the requirements of, and who comply with, all of the relevant provisions of Section 262 of the DGCL (the "DISSENTING SHARES") I shall not be converted into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until but shall become the right to receive an amount in cash equal to the fair market value of such holders shall have failed Dissenting Shares as may be determined as provided in Delaware Law. Notwithstanding the foregoing, if any holder of Dissenting Shares (a “Dissenting Stockholder”) fails to make a timely demand for purchase, withdraws his or her demand for appraisal or fails to perfect or shall have effectively withdrawn otherwise loses his or lost their rights to appraisal under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such her right to of appraisal, such holder's Shares in any case pursuant to Delaware Law, the shares of Company Common Stock held by the Dissenting Stockholder shall thereupon be deemed to be converted as of the Effective Time of Merger I into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration with respect to such shares, without any interest thereoninterest. The Company shall give promptly notify Parent (i) prompt notice of any written demands for appraisal purchase of any SharesCompany Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to the DGCL and Delaware Law that are received by the Company relating Company, and Parent shall have the right to stockholders' rights of appraisal participate in and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands., or agree or commit to do any of the foregoing. Table of Contents

Dissenting Shares. Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, Shares which are issued and any shares of Company Common Stock outstanding immediately prior to the Effective Time and which are held by stockholders a person who did has not vote voted in favor of the Merger or consented thereto in writing and who meet all of the requirements of, and who comply with, all of the relevant provisions of Section 262 of has demanded appraisal for such shares in accordance with the DGCL (the "DISSENTING SHARES"“Dissenting Shares”) shall not be converted into the a right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until such holders shall have failed holder fails to perfect or shall have effectively withdrawn withdraws or lost their otherwise loses its rights to appraisal under or it is determined that such holder does not have appraisal rights in accordance with the DGCL. If any If, after the Closing, such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost such loses its right to appraisal, or if it is determined that such holder's Shares holder does not have appraisal rights, such shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration without any interest thereonConsideration. The Company shall give Parent (i) Parent, NAH and Merger Sub prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating for appraisal of shares, and Parent, NAH and Merger Sub shall have the right to stockholders' rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to such demands for appraisal under the DGCLexcept as required by applicable Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands, unless and to the extent required to do so under applicable Law.

Dissenting Shares. Notwithstanding anything in any other provisions of this Agreement to the contrary, Services Shares which and Advisers Shares that are issued and outstanding immediately prior to the relevant Effective Time and which are held by stockholders shareholders who did shall have not vote voted in favor of the relevant Merger or consented thereto in writing and who meet all of the requirements of, and who comply with, all of the relevant provisions of shall have demanded properly in writing appraisal for such shares in accordance with Section 262 of the DGCL DCL (collectively, the "DISSENTING SHARESDissenting Shares") shall not be converted into or represent the right to receive (shares of Parent Common Stock. Such shareholders shall be entitled to receive payment in cash of the appraised value of such Services Shares and Advisers Shares held by them in accordance with the certificates for provisions of such Section 262, except that all Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until such holders held by shareholders who shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights to appraisal of such Services Shares or Advisers Shares under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares Section 262 shall thereupon be deemed to have been converted into and to have become exchangeable, as of the applicable Effective Time, for the right to receive (and Parent Common Stock upon surrender, in the certificates manner provided in Section 3.02, of the Certificate or Certificates that immediately prior to the Effective Time represented evidenced such Dissenting Services Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration without any interest thereonand/or Advisers Shares. The Each Company shall give Parent (i) prompt notice of any written demands demand for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served received by either Company pursuant to the DGCL and received by applicable provisions of the Company relating to stockholders' rights of appraisal DCL and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Neither Company shall notshall, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisals of capital stock of the Company, or offer to settle or settle any demands or approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything in this ----------------- Agreement to the contrary, Shares which shares of VFICO Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders shareholders who did not vote have perfected dissenters' rights in favor accordance with Subchapter D of Chapter 15 of the Merger and who meet all of the requirements of, and who comply with, all of the relevant provisions of Section 262 of the DGCL BCL (the "DISSENTING SHARESDissenting Shares") shall not be converted into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Cash Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their such holder's rights to an appraisal under the DGCLBCL. Any payments to any holder who has exercised dissenters' rights which exceed the per share value of the Cash Consideration, shall be paid out of the Escrow Funds as defined in the Stock Purchase Agreement among SBI, Acquisition Corporation, VFAM and certain Shareholders of VFAM (the "VFAM Agreement"), or shall be paid as otherwise provided in the VFAM Agreement. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right holder's rights to appraisalappraisal of such shares of VFICO Common Stock under the BCL, such holder's Shares shares shall thereupon be deemed to have been converted into the right and to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be have become exchangeable for), as of at the Effective Time, the Merger Consideration right to receive, upon surrender as provided above, the Cash Consideration, without any interest thereon. The Company shall give Parent (i) prompt notice interest, for the certificate or certificates that formerly evidenced such shares of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any demands or approve any withdrawal of any such demandsVFICO Common Stock.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which to the extent (if at all) that holders of Company Capital Stock are entitled to appraisal rights under Section 262 of the DGCL, shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who did not vote in favor of the Merger has properly exercised and who meet all of the requirements ofperfected his, and who comply with, all of the relevant provisions of her or its demand for appraisal rights under Section 262 of the DGCL (the "DISSENTING SHARES"“Dissenting Shares”) shall will not be converted into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until but the holders of Dissenting Shares will be entitled to receive only such holders shall have failed rights as will be determined pursuant to perfect or shall have effectively withdrawn or lost their rights to appraisal under Section 262 of the DGCL. If ; provided, however, that if any such holder shall have failed to perfect or shall have effectively withdrawn withdraw or lost such right to appraisallose his, her or its rights under Section 262 of the DGCL, such holder's Shares shall ’s shares of Company Capital Stock will thereupon be deemed to have been converted as of the Effective Time into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration Consideration, without any interest thereon, and such shares will not be deemed to be Dissenting Shares. The Company shall will give Parent (ia) prompt notice of any written notices or demands for appraisal or payment for shares of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and Company Capital Stock received by the Company relating prior to stockholders' rights of appraisal the Closing and (iib) the opportunity to direct participate in all negotiations and proceedings with respect to any such demands for appraisal under or notices. Prior to the DGCL. The Closing, the Company shall will not, except with without the prior written consent of ParentParent or as otherwise required by a Governmental Order, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle, offer to settle or settle otherwise negotiate any demands or approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who did not vote in favor of the Merger and who meet all of the requirements of, and who comply with, all of the relevant provisions of Section 262 of the DGCL (the "DISSENTING SHARES") no Dissenting Share shall not be converted into the right to receive (the Per Share Merger Consideration. At the Effective Time, each Dissenting Share shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each Dissenting Stockholder shall cease to have any rights with respect thereto, except that each Dissenting Stockholder shall have the certificates for right to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares held by such Dissenting Shares shall not be exchangeable for) Stockholder; provided, however, that each Dissenting Share held by a Dissenting Stockholder who, after the Merger ConsiderationEffective Time, unless and until such holders shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost their rights loses his or her right to appraisal under pursuant to Section 262 of the DGCL. If any such holder , shall have failed be deemed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares shall thereupon be converted as of the Effective Time into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Per Share Merger Consideration in accordance with this Article IV, without any interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal pursuant to the applicable provisions of any Sharesthe DGCL received by the Company, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders' ’ rights of appraisal and (ii) the opportunity to participate in and, after the Closing, direct all negotiations and proceedings with respect to demands any such demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily and, prior to the Closing, Parent shall not, make any payment with respect to any such demands for appraisals of capital stock of the Companyappraisal, offer to settle or settle any demands or approve any withdrawal of any such demands, waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything to the contrary contained in this Agreement Agreement, to the contrary, Shares which extent appraisal rights are issued and outstanding immediately prior available to stockholders of LBI or MNB pursuant to the Effective Time and which are provisions of any applicable Legal Requirements, any shares of LBI Common Stock or MNB Common Stock held by stockholders a Person who did objects to the Merger, whose shares either were not entitled to vote or were not voted in favor of the Merger and who meet complies with all of the requirements of, provisions of the applicable Legal Requirements concerning the rights of such Person to dissent from the Merger and to require appraisal of such Person's shares and who comply with, all of the relevant provisions of Section 262 of the DGCL (the "DISSENTING SHARES") shall has not be converted into the right to receive (and the certificates for withdrawn such Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until objection or waived such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares shall thereupon be converted into the right to receive (and the certificates that immediately prior to the Effective Time represented (collectively with respect to all such LBI or MNB stockholders, the "Dissenting Shares"), shall not be converted pursuant to Section 3.1, but shall become the right to receive such consideration as may be determined to be due to the holder of such Dissenting Shares pursuant to the applicable Legal Requirements, including, if applicable, any costs determined to be payable by either LBI or MNB to its respective holders of Dissenting Shares pursuant to an order of any court pursuant to any applicable Legal Requirements; provided, however, that each Dissenting Share held by a Person at the Effective Time who shall, after the Effective Time, withdraw the demand for appraisal or lose the right of appraisal, in either case pursuant to applicable Legal Requirements shall be exchangeable for)deemed to be converted, as of the Effective Time, into the Merger Consideration without any interest thereonnumber of shares of Newco Common Stock as is determined in accordance with Section 3.1. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any demands or approve any withdrawal of any such demands.Section 3.5

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Company Common Shares which and Company Preferred Shares that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders Company Holders who did are not vote Sellers and who will not have voted in favor of the Merger or consented thereto in writing and who meet all of will have timely demanded dissenters’ rights in accordance with applicable Nevada Law (collectively, the requirements of, and who comply with, all of the relevant provisions of Section 262 of the DGCL (the "DISSENTING SHARES"“Dissenting Shares”) shall will not be converted into or represent the right to receive (and the certificates for Merger Consideration. Such Company Holders will be entitled to receive payment of such consideration as may be determined to be due in respect of such Dissenting Shares shall not be exchangeable for) held by them in accordance with the Merger Considerationprovisions of Nevada Law, unless and until such holders shall except that all Dissenting Shares held by Company Holders who effectively will have failed to perfect or shall have effectively withdrawn or lost their rights to demand appraisal under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares shall thereupon be converted into the right to receive (and the certificates that immediately prior to the Effective Time represented of such Dissenting Shares shall under Nevada Law will thereupon be deemed to have forfeited such dissenters’ rights and converted into and to have become exchangeable for), as of the Effective Time, the right to receive the Merger Consideration Closing Consideration, without any interest thereon, upon surrender, in the manner provided in Section 2(e)(vi) below, of the Share Certificate or Share Certificates that formerly evidenced such Shares. The Company shall will give Parent Buyer (i) prompt notice of any written demands for appraisal notice of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant intent to the DGCL and seek dissenters’ rights received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLany such notices. The Company shall will not, except with without the prior written consent of ParentBuyer, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle, offer to settle settle, or settle any demands or approve any withdrawal of otherwise negotiate with respect to, any such notices or demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which are each share of Common Stock that is held by stockholders a Company Stockholder (i) who did has not vote voted in favor of the Merger and or consented thereto in writing, (ii) who meet all shall have properly demanded in writing appraisal of the requirements ofsuch shares pursuant to, and who comply complies in all respects with, all of the relevant provisions of Section 262 of the DGCL (“Section 262”) and (iii) who has neither effectively withdrawn nor lost the "DISSENTING SHARES"right to such payment (each such share, a “Dissenting Share” and collectively, the “Dissenting Shares”) shall not be converted into the right to receive (and any portion of the certificates for consideration specified in Section 2.4, but rather the holders of Dissenting Shares shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 262; provided, however, that if any such Company Stockholder shall not be exchangeable for) the Merger Consideration, unless and until such holders shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost their rights lose the right to appraisal under Section 262 then the DGCL. If any right of such holder shall have failed Company Stockholder to perfect or shall have effectively withdrawn or lost such right to appraisal, be paid the fair value of such holder's ’s Dissenting Shares shall thereupon be converted into the right to receive (cease and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), deemed to have been converted as of the Effective TimeTime into, and to have become exchangeable solely for the right to receive, the Merger Consideration without any interest thereonconsideration specified in Section 2.4. The Company shall give Parent (i) serve prompt notice to Purchaser of any written demands received by the Company for appraisal of any Shares, attempted withdrawals of such demandsshares, and any other instruments served pursuant Purchaser shall have the right to the DGCL participate in and received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with without the prior written consent of ParentPurchaser, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who did not vote in favor of the Merger any stockholder entitled to demand and who meet all of properly demands the requirements ofappraisal for such Shares (the "DISSENTING SHARES") pursuant to, and who comply complies in all respects with, all of the relevant provisions of Section 262 of the DGCL (the "DISSENTING SHARESSECTION 262") shall not be converted into into, or represent the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) receive, the Merger Consideration. Any such stockholder shall instead be entitled to receive payment of the fair value of such stockholder's Dissenting Shares in accordance with the provisions of Section 262; PROVIDED, unless and until such holders THAT, all Dissenting Shares held by any stockholder who shall have failed to perfect or who otherwise shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right stockholder's rights to appraisal, appraisal of such holder's Shares under Section 262 shall thereupon be deemed to have been converted into the right into, and to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be have become exchangeable for), as of the Effective Time, the right to receive the Merger Consideration Consideration, without any interest thereon, upon surrender in the manner provided in SECTION 3.02 of the Certificate or Certificates that formerly evidenced such Shares. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating for appraisal of shares of Company Common Stock, and Parent shall have the right to stockholders' rights of appraisal participate in and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch 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 appraisals of capital stock of the Company, offer to settle or settle any demands or approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement Section 2.2, to the contraryextent (if at all) that holders of Common Stock are entitled to appraisal rights under Section 262 of the DGCL, Shares which are shares of Common Stock issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who did not vote in favor of the Merger has properly exercised and who meet all of the requirements of, and who comply with, all of the relevant provisions of perfected his or her demand for appraisal rights under Section 262 of the DGCL (the "DISSENTING SHARESDissenting Shares") ), shall not be converted into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until but the holders of Dissenting Shares shall be entitled to receive from the Company such holders consideration as shall have failed be determined pursuant to perfect or shall have effectively withdrawn or lost their rights to appraisal under Section 262 of the DGCL. If ; provided, however, that if any such holder shall have failed to perfect or shall have effectively withdrawn withdraw or lost such lose his or her right to appraisalappraisal and payment under the DGCL, such holder's Shares shares of Common Stock shall thereupon be deemed to have been converted as of the Effective Time into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration Price, without any interest thereon, or Parent Shares or a combination thereof, as determined by Parent in its sole discretion, and such shares shall not be deemed to be Dissenting Shares. The Company shall give Parent (i) prompt notice of any written notices or demands for appraisal or payment for shares of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and Common Stock received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to participate and direct all negotiations and proceedings with respect to any such demands for appraisal under the DGCLor notices. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle, offer to settle or settle otherwise negotiate any demands or approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything in any other provision of this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders who did shall have not vote voted in favor of the Merger or consented thereto in writing and who meet all shall have properly demanded appraisal for such shares in accordance with Section 262 of the requirements ofDGCL (collectively, and who comply with, all the “Dissenting Shares”) shall not be converted into or represent the right to receive the Per Share Amount. Such stockholders instead shall be entitled to receive payment of the relevant appraised value of such Shares held by them in accordance with the provisions of Section 262 of the DGCL (the "DISSENTING SHARES") shall not be converted into the right to receive (and the certificates for such DGCL, except that all Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until such holders held by stockholders who shall have failed to perfect or who effectively shall have effectively withdrawn or otherwise lost their rights to appraisal of such Shares under Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares DGCL shall thereupon be deemed to have been converted into the right and to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for)have become exchangeable, as of the Effective Time, for the Merger Consideration right to receive, without any interest thereon, the Per Share Amount in accordance with Section 2.1(c) hereof. The Company shall give Parent (i) prompt notice to Parent and Merger Sub of any written demands received by the Company for appraisal of any Dissenting Shares, attempted withdrawals of such demands, and any other instruments served pursuant Parent and Merger Sub shall have the right to the DGCL and received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of ParentParent and Merger Sub, voluntarily which shall not be unreasonably withheld, conditioned or delayed, make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders persons who did not vote have properly exercised appraisal rights with respect thereto in favor of the Merger and who meet all of the requirements of, and who comply with, all of the relevant provisions of accordance with Section 262 of the DGCL (the "DISSENTING SHARES") “Dissenting Shares”), shall not be converted into or exchangeable for the right to receive (the Merger Consideration, and the certificates for holders of such Dissenting Shares shall not be exchangeable for) entitled to receive payment of the Merger Considerationfair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL, unless and until such holders shall have failed the applicable holder fails to perfect or shall have effectively withdrawn withdraws or lost their otherwise loses such holder’s rights to appraisal under the DGCL. If If, after the Effective Time, any such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost loses such right to appraisalright, such holder's Dissenting Shares shall thereupon be treated as if they had been converted at the Effective Time into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration Consideration, without any interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating for appraisals of Dissenting Shares, and Parent shall have the right to stockholders' rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Company, or offer to settle or settle any demands or approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which are Each share of Bank common stock issued and outstanding immediately prior to the Effective Time Date, the holder of which has voted against the Reorganization and which who has properly perfected his or her dissenter's rights of appraisal by following the procedures set forth in the National Bank Act, is referred to herein as a "Dissenting Share." Dissenting Shares owned by each holder thereof who has not exchanged his or her certificates representing shares of Bank common stock for certificates representing shares of Holding Company common stock and otherwise has not effectively withdrawn or lost his or her dissenter's rights, shall not be converted into or represent the right to receive Holding Company common stock pursuant to Section 2.1 hereof and shall be entitled only to such rights as are available to such holder pursuant to the applicable provisions of the National Bank Act. Each holder of Dissenting Shares shall be entitled to receive the value of such Dissenting Shares held by stockholders who did not vote him or her in favor accordance with the applicable provisions of the Merger National Bank Act, provided such holder complies with the procedures contemplated by and who meet all set forth in the applicable provisions of the requirements of, and who comply with, all National Bank Act. If any holder of Dissenting Shares shall effectively withdraw or lose his or her dissenter's rights under the applicable provisions of the relevant provisions of Section 262 of the DGCL (the "DISSENTING SHARES") National Bank Act, then such Dissenting Shares shall not be converted into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares shall thereupon be converted into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration without any interest thereon. The Holding Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except common stock in accordance with the prior written consent provisions of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any demands or approve any withdrawal of any such demandsSection 2.1 hereof.

Dissenting Shares. Notwithstanding anything in (a) If provided for under the IBCL, notwithstanding any other provision of this Agreement to the contrary, Shares which shares of Schuxx Xxxmon Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who did shareholders of Schuxx xxx shall not vote have voted in favor of the Merger or consented thereto in writing and who meet all shall have demanded properly in writing payment for such shares in accordance with Sections 23-1-44 et seq. of the requirements of, IBCL and who comply with, all shall not have withdrawn such demand or have been deemed or otherwise have forfeited the right to payment (such shares of the relevant provisions of Section 262 of the DGCL (Schuxx Xxxmon Stock being referred to as the "DISSENTING SHARESDissenting Shares") shall not be converted into or represent the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration. Such shareholders instead shall be entitled to receive payment of the fair value of such shares of Schuxx Xxxmon Stock held by them in accordance with the provisions of the IBCL, unless and until such holders except that all Dissenting Shares held by shareholders who shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights to appraisal payment for such shares of Schuxx Xxxmon Stock under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares IBCL shall thereupon be deemed to have been converted into the right and to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for)have become exchangeable, as of the Effective Time, for the Merger Consideration right to receive, without any interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demandsthe Merger Consideration, and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock upon surrender of the Company, offer to settle certificate or settle any demands or approve any withdrawal certificates that formerly evidenced such shares of any such demandsSchuxx Xxxmon Stock.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, any Common Shares which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder (a “Dissenting Shareholder”) who did has not vote voted in favor of the Merger or consented thereto in writing and who meet all of the requirements of, and who comply with, all of the relevant provisions of Section 262 of has properly demanded appraisal for such Common Shares in accordance with the DGCL (the "DISSENTING SHARES"“Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration at the Effective Time in accordance with Section 2.01(b), but shall represent and become the right to receive (and the certificates for such consideration as may be determined to be due to such Dissenting Shares shall not be exchangeable for) Shareholder pursuant to the Merger Considerationlaws of the State of Delaware, unless and until such holders shall have failed holder fails to perfect or shall have effectively withdrawn withdraws or lost their rights otherwise loses such holder’s right to appraisal and payment under the DGCL. If any If, after the Effective Time, such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost otherwise loses such holder’s right to appraisal, such holder's Shares shall thereupon be converted into the right to receive (and the certificates that immediately prior to the Effective Time represented such former Dissenting Shares held by such holder shall be exchangeable for), treated as if they had been converted as of the Effective TimeTime into a right to receive, upon surrender as provided above, the Merger Consideration Consideration, without any interest or dividends thereon, in accordance with Section 2.01(b). The Company shall give Parent (i) Acquisition Corp. prompt notice of any written demands received by Company for appraisal of any Common Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLCompany. The Company shall not, except with the prior written consent of ParentAcquisition Corp., voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement ----------------- to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders a holder who did has not vote voted in favor of the Merger and who meet all has delivered a written demand for appraisal of the requirements of, and who comply with, all of the relevant provisions of such Shares in accordance with Section 262 of the DGCL (the "DISSENTING SHARESDissenting Shares") shall not be converted into ----------------- the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable forCash Merger Consideration as provided in Section 3.1(a) the Merger Considerationhereof, unless and until such holders shall have failed holder fails to perfect or shall have effectively withdrawn withdraws or lost their rights otherwise loses such holder's right to appraisal and payment under the DGCL. If Such holder shall be entitled to receive payment of the appraised value of such Shares in accordance with the provisions of the DGCL; provided, that, such -------- ---- holder complies with the provisions of Section 262 of the DGCL. If, after the Effective Time, any such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost otherwise loses such holder's right to appraisal, such holder's Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for)Cash Merger Consideration, as of the Effective Time, the Merger Consideration without any interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating for appraisal of Shares, and, prior to stockholders' rights of appraisal and (ii) the opportunity Effective Time, Parent shall have the right to direct participate in all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. 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 appraisals of capital stock of the Companyto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares which shares of Company Capital Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders Stockholders who did shall not vote have voted in favor of the Merger or consented thereto in writing and who meet all of the requirements of, and who comply with, all of the relevant provisions of shall have demanded properly in writing appraisal for such shares in accordance with Section 262 of the DGCL (collectively, the "DISSENTING SHARESDissenting Shares") shall not be converted into or represent the right to receive (and the certificates for Per Share Merger Consideration. Such Stockholders shall be entitled to receive such consideration as is determined to be due with respect to such Dissenting Shares shall not be exchangeable for) in accordance with the Merger Considerationprovisions of Section 262, unless and until such holders except that all Dissenting Shares held by Stockholders who shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights to appraisal of such shares under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares Section 262 shall thereupon be deemed to have been converted into the right and to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be have become exchangeable for), as of the Effective Time, the right to receive (i) with respect to Company Common Stock, the Per Share Merger Consideration (less the Per Share Escrow Amount, which will be withheld by Buyer pursuant to Section 2.7(d)), without any interest thereon. The Company shall give Parent (i) prompt notice , upon surrender, in the manner provided in Section 2.9, of any written demands for appraisal of any the certificate or certificates that formerly evidenced such Dissenting Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders' rights of appraisal and or (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Series B Preferred Stock, the DGCL. The Company shall notSeries B Preferred Stock Price, except with without any interest thereon, upon surrender, in the prior written consent of Parentmanner provided in Section 2.9, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Company, offer to settle certificate or settle any demands or approve any withdrawal of any certificates that formerly evidenced such demandsDissenting Shares.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which are issued and shares of Company Stock outstanding immediately prior to the Effective Time and which that are held by stockholders shareholders (i) who shall have given written notice to the Company prior to the Company Shareholders’ Meeting of his or her intent to demand payment for his or her shares of Company Stock and who did not vote for approval and adoption of this Agreement and the Merger nor consented thereto in favor writing and (ii) who shall have complied with the provisions of Article 13 of the Merger and who meet all of the requirements ofABCA (“Dissenting Shares”), and who comply withattached hereto as Exhibit 1, all of the relevant provisions of Section 262 of the DGCL (the "DISSENTING SHARES") shall not be converted into the right to receive the Merger Consideration at or after the Effective Time unless and until the holder of such shares of Company Stock fails to perfect, withdraws (and with the certificates for Company’s consent) or otherwise loses such holder’s right to appraisal. If a holder of Dissenting Shares shall not be exchangeable forwithdraw (in accordance with Article 13 of the ABCA) the Merger Consideration, unless and until his or her demand for such holders shall have failed to perfect appraisal or shall have effectively withdrawn become ineligible for such appraisal, then, as of the Effective Time or lost their rights to appraisal under the DGCL. If any occurrence of such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisalevent, whichever last occurs, such holder's ’s Dissenting Shares shall thereupon cease to be Dissenting Shares and shall be converted into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for)appropriate Merger Consideration, as of the Effective Time, the Merger Consideration without any interest thereon, in the manner provided in Section 1.07 hereof. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily not make any payment with respect to any demands for appraisals of capital stock of the Company, appraisal or offer to settle or settle any demands or approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything in this ----------------- Agreement to the contrary, the Common Shares which are issued and or Preferred Shares outstanding immediately prior to the Effective Time and which are held by stockholders a holder who did has not vote voted in favor of the Merger or consented thereto in writing and who meet all has demanded properly in writing appraisal for such Common Shares or Preferred Shares in accordance with Sections 490.1301 through 490.1331 of the requirements of, Iowa Corporation Law and who comply with, all of the relevant provisions of Section 262 of the DGCL (the "DISSENTING SHARES") shall not have withdrawn such demand or otherwise have forfeited appraisal rights shall not be converted into or represent the right to receive the Merger Consideration (and "Dissenting Shares"). Such shareholders shall be entitled to receive payment of the certificates for appraised value of such Common Shares or Preferred Shares held by them in accordance with the Iowa Corporation Law, except that all Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until such holders held by shareholders who shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights to appraisal of such Common Shares or Preferred Shares held by them under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares Iowa Corporation Law shall thereupon be deemed to have been converted into the right and to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for)have become exchangeable, as of the Effective Time, for the Merger Consideration right to receive, without any interest thereon, the Merger Consideration, upon surrender, in the manner provided in Section 2.8(b), of the Certificate or Certificates that formerly evidenced such Common Shares or Preferred Shares. The Company Allied shall give Parent (i) Nationwide prompt notice of any written demands for of appraisal of any Sharesreceived by Allied, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL Iowa Corporation Law and received by Allied, and Nationwide shall have the Company relating right to stockholders' rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Company Effective Time, Allied shall not, except with the prior written consent of ParentNationwide, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyappraisal, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement ----------------- to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who did has not vote voted to approve and adopt this Agreement or consented thereto in favor of the Merger writing and who meet all of the requirements of, and who comply with, all of the relevant provisions of has demanded appraisal for such Shares in accordance with Section 262 of the DGCL Delaware Law (the "DISSENTING SHARESDissenting Shares") shall not be ----------------- converted into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration, Consideration unless and until such holders shall have failed holder fails to perfect or shall have effectively withdrawn withdraws or lost their rights otherwise loses his right to appraisal under appraisal. If, after the DGCL. If any Effective Time, such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost such loses his right to appraisal, such holder's Shares shall thereupon no longer be considered Dissenting Shares for the purposes of this Agreement and shall be treated as if they had been converted as of the Effective Time into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration without any interest thereon. The Company shall give Parent (i) Merger Sub prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating for appraisal of Shares, and, prior to stockholders' rights of appraisal and (ii) the opportunity Effective Time, Merger Sub shall have the right to direct participate in all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with the prior written consent of ParentMerger Sub, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. Notwithstanding anything any other provision contained in this Agreement to the contraryAgreement, Shares which no shares of Bank Common Stock that are issued and outstanding immediately prior to as of the Effective Time and which that are held by stockholders a shareholder who did not vote in favor has properly exercised such shareholder’s appraisal rights (any such shares being referred to herein as “Dissenting Shares”) under subchapter H of Chapter 10 of the Merger and who meet all of the requirements of, and who comply with, all of the relevant provisions of Section 262 of the DGCL (the "DISSENTING SHARES") TBOC shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 2.7(d) but instead shall be entitled to such rights (and but only such rights) as are granted by the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration, TBOC (unless and until such holders shareholder shall have failed to perfect perfect, or shall have effectively withdrawn or lost their rights lost, such shareholder’s right to appraisal dissent from the Merger under the DGCLTBOC) and to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements of the TBOC. If any such holder of Dissenting Shares shall have so failed to perfect or shall have has effectively withdrawn or lost such shareholder’s right to appraisaldissent from the Merger, each of such holder's Shares ’s shares of Bank Common Stock shall thereupon be deemed to have been converted into the right and to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for)have become, as of the Effective Time, the right to receive the Per Share Merger Consideration without any interest thereonConsideration. The Company Bank shall give Parent (i) prompt notice of any written demands notice or demand for appraisal or payment for shares of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and Bank Common Stock received by the Company relating to stockholders' rights of appraisal Bank and (ii) the opportunity to direct participate in and direct, in consultation with Bank, all negotiations and proceedings with respect to demands for appraisal under the DGCLany such demand or notices. The Company Bank shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle, offer to for settle or settle any demands or approve any withdrawal of otherwise negotiate any such demands.demands.‌

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who did not vote is entitled to demand and has properly demanded appraisal for such Shares in favor of the Merger and who meet all of the requirements ofaccordance with, and who comply complies with, all of the relevant provisions of Section 262 of the DGCL (the "DISSENTING SHARES"such Shares, “Dissenting Shares”) shall not be converted into the right to receive (the Merger Consideration as provided in Section 2.1(a), and shall instead represent the certificates for right to receive the fair value of such Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under in accordance with Section 262 of the DGCL. If any such holder shall have failed fails to perfect or shall have effectively withdrawn otherwise waives, withdraws or lost such loses his right to appraisalappraisal under Section 262 of the DGCL or other applicable Law, such holder's Shares shall thereupon be converted into the right to receive (and the certificates that immediately prior to the Effective Time represented then such Dissenting Shares shall be exchangeable for), deemed to be Shares that have been converted as of the Effective TimeTime into, and to have become exchangeable solely for, the right to receive the Merger Consideration as provided in Section 2.1(a), without any interest thereoninterest. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Sharesappraisal, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and applicable Law that are received by the Company relating to Company stockholders' ’ rights of appraisal appraisal, and (ii) the opportunity to direct participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyappraisal, offer to settle or settle any demands or approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Shares which shares of Company Capital Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders Company Stockholders who did (i) shall not vote have voted in favor of the Merger or consented thereto in writing and (ii) who meet all shall have demanded properly in writing appraisal for such shares in accordance with Section 262 of the requirements ofDGCL (collectively, and who comply with, all the “Dissenting Shares”) shall not be converted into or represent the right to receive Merger Shares pursuant to Section 1.7 hereof. Such Company Stockholders shall be entitled to receive payment of the relevant appraised value of such shares held by them in accordance with the provisions of Section 262 of the DGCL (the "DISSENTING SHARES") shall not be converted into the right to receive (and the certificates for such DGCL, except that all Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until such holders held by Company Stockholders who shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights to appraisal of such shares under Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares DGCL shall thereupon be deemed to have been converted into the right and to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be have become exchangeable for), as of the Effective Time, the right to receive Merger Consideration Shares pursuant to Section 1.7 hereof, without any interest thereon, upon surrender, in the manner provided in Section 1.9 hereof, of the certificate or certificates that formerly evidenced such shares. The Company shall give Parent the Parent: (i) prompt notice of any written demands for appraisal of any Sharesreceived by Company or the Stockholder Representative, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by Company or the Company relating to stockholders' rights of appraisal Stockholder Representative; and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parentthe Parent or as may be required under applicable Law, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Company, appraisal or offer to settle or settle any demands or approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who did has not vote voted in favor of the Merger and who meet all has delivered a written demand for appraisal of the requirements of, and who comply with, all of the relevant provisions of such Shares in accordance with Section 262 of the DGCL (the "DISSENTING SHARES"“Dissenting Shares”) shall not be converted into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger ConsiderationConsideration as provided in Section 1.2 hereof, unless and until such holders shall have failed holder fails to perfect or shall have effectively withdrawn withdraws or lost their rights otherwise loses such holder’s right to appraisal and payment under the DGCL. If Such holder shall be entitled to receive payment of the appraised value of such Shares in accordance with the provisions of the DGCL, provided that such holder complies with the provisions of Section 262 of the DGCL. If, after the Effective Time, any such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost otherwise loses such holder’s right to appraisal, such holder's Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration Consideration, without any interest thereon. The Company shall give Parent (i) Merger Sub prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating for appraisal of Shares, and, prior to stockholders' rights of appraisal and (ii) the opportunity Effective Time, Merger Sub shall have the right to direct participate in all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with the prior written consent of ParentMerger Sub, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Shares any shares of Family Capital Stock which are issued and outstanding immediately prior to “dissenting shares” (as defined by the Effective Time and which are held by stockholders who did not vote in favor of the Merger and who meet all of the requirements ofNRS) (“Dissenting Shares”), and who comply with, all of the relevant provisions of Section 262 of the DGCL (the "DISSENTING SHARES") shall not be converted into the or represent a right to receive (and Adcare Common Stock pursuant to Article III, but the certificates for holder thereof shall only be entitled to such rights as are granted by the NRS. Each holder of Dissenting Shares who becomes entitled to payment therefor pursuant to the NRS shall not be exchangeable forreceive payment from Family in accordance with the NRS; provided, however, that (i) the Merger Consideration, unless and until if any such holders holder of Dissenting Shares shall have failed to perfect or establish his entitlement to appraisal rights as provided in the NRS, (ii) if any such holder of Dissenting Shares shall have effectively withdrawn his demand for appraisal thereof or lost their rights his right to appraisal and payment therefor under the DGCL. If NRS or (iii) if neither any holder of Dissenting Shares which are shares of Family Capital Stock shall have filed a petition demanding a determination of the fair value of all Dissenting Shares of Family Capital Stock within the time provided in the NRS, such holder or holders (as the case may be) of Family Capital Stock shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares shall thereupon be converted into forfeit the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration without any interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals such shares of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any demands or approve any withdrawal of any such demandsFamily Capital Stock.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 2.2 hereof, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who did not vote in favor of the Merger has properly exercised and who meet all of the requirements of, and who comply with, all of the relevant provisions of perfected appraisal rights under Section 262 of the DGCL (the "DISSENTING SHARESDissenting Shares") ), shall not be converted into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until but the holders of Dissenting Shares shall be entitled to receive such holders consideration as shall have failed be determined pursuant to perfect or shall have effectively withdrawn or lost their rights to appraisal under Section 262 of the DGCL. If ; provided, however, that if any such holder shall have failed to perfect or shall have effectively withdrawn withdraw or lost such lose his right to appraisalappraisal and payment under the DGCL, such holder's Shares shall thereupon be deemed to have been converted as of the Effective Time into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration Consideration, without any interest thereon, and such Shares shall no longer be Dissenting Shares. The Company shall give Parent Buyer (i) prompt notice of any written demands for appraisal of any Sharesappraisal, attempted withdrawals of such demands, demands for appraisal and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, will not voluntarily make any payment with respect to any demands for appraisals appraisal and will not, except with the prior written consent of capital stock of the CompanyBuyer, settle or offer to settle or settle any demands or approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who did not vote in favor (a) Any holders of the Merger and who meet all of the requirements of, and who comply with, all of the relevant provisions of Section 262 of the DGCL (the "DISSENTING SHARES") shall not be converted into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares shall thereupon be converted into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be entitled to payment for such shares only to the extent permitted by and in accordance with the Delaware General Corporation Law; provided, however, that if any holder of Dissenting Shares shall forfeit such right to payment, such shares shall thereupon be deemed to have been converted into and to have become exchangeable for), as of the Effective Time, the right to receive the Merger Consideration without interest from Buyer. Dissenting Shares shall not, after the Effective Time, be entitled to vote for any interest thereonpurpose or receive any dividends or other distributions and shall be entitled only to such rights as are afforded in respect of Dissenting Shares pursuant to the Delaware General Corporation Law. The Company (b) Seller shall give Parent Buyer (i) prompt notice of any written objections to the Cash-Out Merger and any written demands for appraisal the payment of the fair value of any Sharesshares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and Delaware General Corporation Law received by the Company relating to stockholders' rights of appraisal Seller and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to such demands under the Delaware General Corporation Law. Seller shall not voluntarily make any payment with respect to any demands for appraisal under the DGCL. The Company payment of fair value and shall not, except with the prior written consent of ParentBuyer, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Company, settle or offer to settle or settle any demands or approve any withdrawal of any such demands.. 2.8

Dissenting Shares. Notwithstanding anything in any other provision of this Agreement to the contrary, any Shares which that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders Stockholders who did shall not vote have voted in favor of the Merger or consented thereto in writing and who meet all of the requirements of, shall have properly demanded and who comply with, all of the relevant provisions of Section 262 of are entitled to appraisal for such Shares in accordance with the DGCL (the "DISSENTING SHARES") shall not be converted into or represent the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) applicable portion of the Merger Consideration. Such Stockholders instead shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of the DGCL, unless solely to the extent such Stockholders have perfected and until such holders shall have failed to perfect or shall have effectively not withdrawn or lost their rights and are otherwise entitled to appraisal under in accordance with the DGCL. If any such holder shall have failed Stockholder is not entitled to perfect appraisal of such Stockholder’s Shares in accordance with the DGCL or shall have effectively withdrawn or lost otherwise withdraws such right to Stockholder’s demand for appraisal, such holder's Shares shall thereupon be converted into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares Stockholder shall be exchangeable for)entitled to receive, as of the Effective Time, the Merger Consideration without any interest thereon, the applicable portion of the Merger Consideration in the manner provided in this Article II. Any Shares for which appraisal rights have been properly exercised, and not subsequently withdrawn, lost or failed to be perfected, are referred to herein as “Dissenting Shares”. The Company shall give Parent (ix) prompt notice of any written demands for appraisal of any Shares, attempted pursuant to the DGCL received by the Company and withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders' rights of appraisal and (iiy) the opportunity to direct participate in, but not direct, all negotiations and proceedings with respect to any such demands for appraisal under the DGCLappraisal. The Company shall not, except with the prior written consent of ParentParent (which consent shall not be unreasonably withheld, voluntarily delayed or conditioned), make any payment with respect to any such demands for appraisals of capital stock of the Company, appraisal or offer to settle or settle any demands or approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which are any issued and outstanding immediately prior to the Effective Time and which are Company Shares held by stockholders a person entitled to vote on the Merger who did not vote has neither voted in favor of the Merger nor consented in writing thereto (each, a "Dissenting Shareholder") and who meet otherwise complies with all the applicable provisions of the requirements of, CBCA concerning the rights of holders of Company Shares to dissent from the Merger and who comply with, all require purchase by the Company of the relevant provisions of Section 262 of the DGCL their Company Shares (the "DISSENTING SHARESDissenting Shares") shall not be canceled as described in Section 3.1(b) but shall become the right to receive such payment as may be determined to be due to such Dissenting Shareholder pursuant to the CBCA. If, after the Effective Time, such Dissenting Shareholder withdraws his, her or its demand or intends to demand for purchase of the Dissenting Shares (with the Company's consent) or fails to perfect or otherwise loses his, her or its status as a Dissenting Shareholder, in any case pursuant to the CBCA, each of his, her or its Company Shares shall be deemed to be canceled as of the Effective Time and converted into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under in the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares shall thereupon be converted into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration manner contemplated by Section 3.1(b) without any interest thereon. The Company shall give Parent (i) prompt notice of any written demands demand for appraisal purchase of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and Dissenting Shares received by the Company relating pursuant to stockholders' rights the applicable provisions of appraisal the CBCA and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily make an offer of any payment or make any payment with respect to any such demands for appraisals of capital stock of the Company, or offer to settle or settle any demands or approve any withdrawal of any such demands. Any communication to be made by the Company to any shareholder, court or appraiser with respect to such demands shall be submitted to Parent sufficiently in advance for Parent to review such communication and shall not be presented to any shareholder, court or appraiser without Parent's written consent.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders Company Shareholders who did not vote have filed with the Company an election to dissent to the Merger in favor the manner provided in Section 607.1320 of the Merger and who meet all of the requirements of, and who comply with, all of the relevant provisions of Section 262 of the DGCL FBCA (the "DISSENTING SHARESDissenting Shares") shall not be canceled and converted into shares of Parent Company Stock in accordance with the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration, Exchange Ratio unless and until such holders Company Shareholder shall have failed to perfect perfect, or shall have effectively withdrawn or lost their rights lost, such Company Shareholder's right to appraisal payment under the DGCLFBCA. If any such holder Company Shareholder shall have so failed to perfect perfect, or shall have effectively withdrawn or lost such right to appraisalright, such holderCompany Shareholder's Shares shares of Company Common Stock shall thereupon be deemed to have been canceled and converted into as described in Section 1.4(b) at the Effective Time, and each such share shall represent solely the right to receive (shares of Parent Common Stock in accordance with the Exchange Ratio and pursuant to Section 1.7. The Company shall give the certificates that immediately Parent prompt notice of any notices it receives from Company Shareholders electing to dissent to the Merger and, prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration without any interest thereon. The Company Parent shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant have the right to the DGCL and received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands such elections. From and after the Effective Time, no Company Shareholder who has elected to dissent to the Merger as provided in Section 607.1302 of the FBCA shall be entitled to vote such Company Shareholder's shares of Company Common Stock for appraisal under the DGCL. The Company shall not, except with the prior written consent any purpose or to receive payment of Parent, voluntarily make any payment dividends or other distributions with respect to any demands for appraisals such Company Shareholder's shares (except dividends and other distributions payable to Company Shareholders of capital stock of record at a date which is prior to the Company, offer to settle or settle any demands or approve any withdrawal of any such demandsEffective Time).

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Shares which that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who did shall have not vote voted in favor of the Merger or consented thereto in writing and who meet all of the requirements of, and who comply with, all of the relevant provisions of shall have demanded properly in writing an appraisal for such Shares in accordance with Section 262 of the DGCL Delaware Law (collectively, the "DISSENTING SHARESDissenting Shares") shall not be converted into or represent the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, unless and until such holders except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights to appraisal of such Shares under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares Section 262 shall thereupon be deemed to have been converted into the right and to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be have become exchangeable for), as of the Effective Time, the right to receive the Merger Consideration Consideration, without any interest thereon, upon surrender, in the manner provided in Section 2.09 of the certificate or certificates that formerly evidenced such Shares. The Company shall will give Parent and Purchaser (i) prompt notice of any written demands for appraisal of any Sharesappraisal, attempted withdrawals of such demands, demands for appraisal and any other related instruments served received by the Company, and (ii), after the acceptance of the Shares by Purchaser pursuant to the DGCL and received by the Company relating to stockholders' rights of appraisal and (ii) Offer, the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLappraisal. The Company shall will not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Company, appraisal or settle or offer to settle or settle any demands or approve any withdrawal of any such demandsdemand.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders shareholders who did have not vote voted in favor of the Merger and who meet all shall have delivered a written demand for payment of such shares of Company Common Stock in the requirements oftime and manner provided in Section 805 ILCS 5/11.70 and shall not have failed to perfect or shall not have effectively withdrawn or lost his, her or its rights to dissent and who comply with, all of payment under the relevant provisions of Section 262 of the DGCL IBCA (the "DISSENTING SHARES"“Dissenting Shares”) shall not be converted into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until such holders but shall have failed be entitled to perfect or receive the fair value of their Shares as shall have effectively withdrawn or lost their rights be determined pursuant to appraisal under the DGCL. If any Section 805 ILCS 5/11.70; provided, however, that if such holder shall have failed to perfect or shall have effectively withdrawn or lost such his, her or its right to appraisaldissent and payment under the IBCA, such holder's ’s Shares shall thereupon be converted deemed to have been converted, at the Effective Time, into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration set forth in Section 2.1(a) of this Agreement, without any interest thereon, less any required withholding taxes. The Company shall give Parent (ia) prompt written notice of any written demands for appraisal of any Sharespayment pursuant to Section 805 ILCS 5/11.70 received by the Company, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL IBCA and received by the Company relating to stockholders' rights of appraisal and (iib) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLIBCA. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisals of capital stock of the Company, or offer to settle or settle any demands or approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the ----------------- contrary, the Company Common Shares which and Company Preferred Shares that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders a stockholder who did not vote in favor of the Merger and who meet all of the requirements of, and who comply with, complies with all of the relevant provisions of Section 262 Sections 1300 et. seq. of the DGCL CGCL (the "DISSENTING SHARESDissenting Shares") shall not be converted into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any such holder Holder shall have failed to perfect or shall have effectively withdrawn or lost such right Holder's rights to appraisalappraisal under the CGCL; and any such Holder shall have only such rights in respect of the Dissenting Shares owned by such Holder as are provided by Sections 1300 et. seq. of the CGCL. If any such Holder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holderHolder's Dissenting Shares shall thereupon be deemed to have been converted into the right and to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for)have become exchangeable, as of the Effective Time, for the right to receive the Merger Consideration without any interest thereon, pursuant to the terms of Section 2.6. The Company shall give Parent (i) the Buyer prompt notice of any written demands demand received by the Company for appraisal of any Company Common Shares and Company Preferred Shares, attempted withdrawals of such demandsand, and any other instruments served pursuant prior to the DGCL and received by Effective Time, the Company relating to stockholders' rights of appraisal and (ii) Buyer shall have the opportunity right to direct all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall will not, except with the prior written consent of Parentthe Buyer, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle settle, any demands or approve claim made by any withdrawal of any such demandsHolders owning the Dissenting Shares.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which are any issued and outstanding immediately prior to the Effective Time and which are Shares held by stockholders a person (a “Dissenting Shareholder”) who did has not vote voted in favor of the Merger adoption of this Agreement and who meet has complied with all the provisions of the requirements ofOGCL concerning the right of holders of Shares to require payment of fair cash value of their Shares, and who comply with, all in accordance with Section 1701.85 of the relevant provisions of Section 262 of the DGCL OGCL (the "DISSENTING SHARES") such Shares, “Dissenting Shares”), shall not be converted into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger ConsiderationConsideration as described in Section 2.01(a)(i), unless and until such holders but shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares shall thereupon instead be converted into the right to receive (and payment of such consideration as may be determined to be due to such Dissenting Shareholder in accordance with Section 1701.85 of the certificates OGCL; provided, however, that immediately prior if such Dissenting Shareholder fails to perfect, withdraws, or otherwise loses such Dissenting Shareholder’s right to payment of fair cash value pursuant to Section 1701.85 of the OGCL with respect to such Shares, or if a court of competent jurisdiction shall determine that such holder is not entitled to the Effective Time represented relief provided by Section 1701.85 of the OGCL, such Dissenting Shares shall be exchangeable for), deemed not to be Dissenting Shares and shall be deemed to be converted as of the Effective Time, Time into the right to receive the Merger Consideration for each such Share, without any interest thereonand subject to Section 2.02 and Section 2.05. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any SharesShares received by the Company, attempted withdrawals of such demands, demands and any other instruments served on the Company pursuant to Section 1701.85 of the DGCL and received by the Company relating to stockholders' rights of appraisal and (ii) OGCL. Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal under of Shares. Prior to the DGCL. The Effective Time, the Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 1.3, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who did has not vote voted in favor of the Merger or consented thereto in writing and who meet all of the requirements of, and who comply with, all of the relevant provisions of has demanded appraisal for such Shares in accordance with Section 262 of the DGCL (the "DISSENTING SHARES") shall not be converted into a right to receive the Merger Consideration but shall be converted into the right to receive (and such consideration from the certificates for Company as may be determined to be due in respect of such Dissenting dissenting Shares shall not be exchangeable for) pursuant to Section 262 of the Merger ConsiderationDGCL; provided, unless and until however, that if the holder of such holders dissenting Shares shall have failed to perfect or shall have effectively withdrawn waived, rescinded or otherwise lost their rights (in each such instance, to appraisal under the reasonable satisfaction of the Surviving Corporation) its status as a "dissenting shareholder" pursuant to Section 262 of the DGCL. If any , then such holder of dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such forfeit the right to appraisal, dissent from the Merger and such holder's Shares shall thereupon be deemed to have been converted into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for)receive, as of the Effective Time, the Merger Consideration without any interest thereonConsideration. The Company shall give Parent (i) Buyer prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating for appraisal of Shares, and Buyer shall have the right to stockholders' rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of ParentBuyer, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who did has not vote voted in favor of the Merger or consented thereto in writing and who meet all of the requirements of, and who comply with, all of the relevant provisions of has demanded appraisal for such Shares in accordance with Section 262 of the DGCL DGCL, if such Section 262 provides for appraisal rights for such Shares in the Merger (the "DISSENTING SHARESDissenting Shares") ), shall not be converted into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger ConsiderationPrice, as provided in Section 3.01 hereof, unless and until such holders shall have failed holder fails to perfect or shall have effectively withdrawn withdraws or lost their rights otherwise loses his right to appraisal and payment under the DGCL. If If, after the Effective Time, any such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost such loses his right to appraisal, such holder's Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration Price to which such holder is entitled, without any interest or dividends thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating for appraisal of Shares and Parent shall have the right to stockholders' rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, any Shares which that are issued and outstanding immediately prior to as of the Effective Time and which that are held by stockholders a holder who did has not vote voted in favor of the Merger or consented thereto in writing and who meet all of the requirements of, and who comply with, all of the relevant provisions of Section 262 of the DGCL has properly exercised such holder’s appraisal rights (the "DISSENTING SHARES"“Dissenting Shares”) under the DGCL, shall not be converted into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Per Share Merger Consideration, unless and until such holders holder shall have failed to perfect perfect, or shall have effectively withdrawn or lost their rights lost, such holder’s right to appraisal dissent from the Merger under the DGCL and to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements of the DGCL. If If, after the Effective Time, any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisalright, each of such holder's ’s Shares shall thereupon be deemed to have been converted into the right and to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for)have become, as of the Effective Time, the right to receive, without interest or dividends thereon, the Per Share Merger Consideration without any interest thereonConsideration. The Company shall give Parent (i) prompt notice notify Safeguard of any written demands demand for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and Shares received by the Company relating within one (1) Business Day of its receipt of any such demand, and the Stockholder Representative shall control any appraisal proceeding and shall have the right to stockholders' rights of appraisal and (ii) the opportunity settle any such proceeding, subject to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any demands or approve any withdrawal of any such demandsSafeguard which consent shall not be unreasonably withheld and shall be provided in a timely fashion.

Dissenting Shares. Notwithstanding anything in this Agreement to the contraryprovisions of Section 2.1(a), Shares which are each share of Seller Common Stock issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who did has not vote voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who meet all has demanded appraisal for such share of the requirements of, and who comply with, all of the relevant provisions of Section 262 of Seller Common Stock in accordance with the DGCL (collectively, the "DISSENTING SHARES"“Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration to be paid with respect to such share of Seller Common Stock, pursuant to Section 2.1(a), unless such holder fails to perfect, withdraws or otherwise loses such holder’s right to appraisal, but shall be converted into the right to receive (and the certificates for such Dissenting Shares shall not amounts as may be exchangeable for) the Merger Consideration, unless and until such holders shall have failed determined to perfect or shall have effectively withdrawn or lost their rights be due pursuant to appraisal under Section 262 of the DGCL. If any If, after the Effective Time, such holder shall have failed fails to perfect perfect, withdraws or shall have effectively withdrawn or lost otherwise loses such holder’s right to appraisal, such holder's Shares shall thereupon be converted into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares Share shall be exchangeable for), treated as if it had been converted as of the Effective Time, Time into a right to receive the Merger Consideration without any interest thereonto be paid with respect to such share pursuant to Section 2.1(a). The Company Seller shall give Parent (i) Buyer prompt notice and a copy of any notice of any written demands received by Seller for appraisal of any Shares, attempted withdrawals shares of such demands, Seller Common Stock and any other instruments served pursuant Buyer shall have the right to the DGCL and received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except Except with the prior written consent of ParentBuyer, voluntarily Seller shall not make any payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to Section 3.01(c) hereof, shares of the contrary, Shares which are Company Common Share Capital issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who did has not vote voted in favor of the Merger Amalgamation or consented thereto in writing and who meet all of has otherwise properly perfected such holder’s right to appraisal for such shares in accordance with the requirements of, Companies Act (and who comply withhas neither effectively withdrawn nor lost his, all of the relevant provisions of Section 262 of the DGCL her or its right to such appraisal) (the "DISSENTING SHARES") “Dissenting Shares”), shall not be converted into the a right to receive (the Price Per Share pursuant to Section 3.01(c), and shall be cancelled and converted into only such rights as are granted by Section 106 of the certificates for Companies Act. If after the Effective Time such Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until such holders shall have failed holder fails to perfect or shall have effectively withdrawn withdraws or lost their rights to appraisal under the DGCL. If any such holder shall have failed to perfect otherwise loses his, her or shall have effectively withdrawn or lost such its right to appraisal, such holder's Shares shall thereupon be converted into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), treated as if they had been converted as of the Effective TimeTime into a right to receive the Per Share Price as provided in Section 3.01(c), the Merger Consideration without any interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating for appraisal of shares of Company Common Share Capital, and any withdrawals of such demands and other instruments received by the Company, and Parent shall have the right to stockholders' rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under such demands. Except as required by the DGCL. The Companies Act, the Company shall not, except with the prior written consent of Parent, voluntarily not make any payment payments with respect to any demands demand by the holder(s) of Dissenting Shares for appraisals appraisal of capital stock of the Company, their Dissenting Shares or offer to settle or settle any demands or approve any withdrawal of otherwise negotiate any such demands.