Court Costs and Counsel Fees

(a)The court in an appraisal proceeding commenced under § 3501 shall determine all costs of the proceeding, including the reasonable COL021307 CH. 3 CORPORATE S TOCK compensation and expenses of appraisers appointed by the court. The Court shall assess the costs against the corporation, except that the Court may assess costs against all or some of the dissenters, in amounts the Court finds equitable, to the extent the Court finds the dissenters acted arbitrarily, vexatiously, or in bad faith in demanding payment under § 3409 of this Chapter.

(b)The Court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the Court finds equitable:

(1)Against the corporation and in favor of any or all dissenters if the Court finds the corporation did not substantially comply with the requirements of § 3401 through § 3409 of this Chapter; and

(2)Against either the corporation or a dissenter in favor of any other party, if the Court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or in bad faith with respect to the rights provided by this Chapter.

(c)If the Court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the corporation, the Court may award to said counsel reasonable fees to be paid out of the amount awarded the dissenters who were benefited. --------- COL021307 CH. 3 CORPORATE S TOCK COL021307