Common use of Application of Takeover Protections Clause in Contracts

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ ownership of the Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Buyers solely as a result of the Investors Buyers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares Securities and the InvestorsBuyers’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state jurisdiction of incorporation formation that is or could become applicable to the Investors Shareholder as a result of the Investors Shareholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ Shareholder’s ownership of the Parent Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchaser as a result of the Investors Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ ownership of the Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar 's charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Stockholders as a result of the Investors Stockholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ Stockholders' ownership of the Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Shareholder as a result of the Investors Shareholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Parent Stock and the Investors’ Shareholder’s ownership of the SharesParent Stock.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares Securities and the Investors’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles 's Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s 's issuance of the Shares and the Investors’ ' ownership of the Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's Articles of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s 's issuance of the Shares Securities and the Investors’ ' ownership of the SharesSecurities.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) 's Charter Documents or the laws of its state of incorporation that is or could become applicable to the Investors Subscribers as a result of the Investors Subscribers and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including including, without limitation limitation, the Company’s 's issuance of the Shares Securities and the Investors’ Subscribers' ownership of the SharesSecurities.

Application of Takeover Protections. The Company has and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) combination or other similar anti-takeover provision under the laws of the state of its incorporation, the Company’s Articles of Incorporation (or similar charter documents) or organizational documents and any other agreement to which the laws of its state of incorporation that Company is bound, which is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation limitation, the Company’s issuance of the Common Shares and the Investors’ ownership of the Common Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could would become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares Securities and the Investors’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles certificate of Incorporation incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of and/or delivery of all of the Shares and the Investors’ ownership of the Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Charter Documents or the laws of its state of incorporation that is or could become applicable to the Investors Subscriber as a result of the Investors Subscriber and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including including, without limitation limitation, the Company’s issuance of the Shares Securities and the InvestorsSubscribers’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, the Company’s issuance of the Shares and the Investors’ ownership of the Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, the Company’s issuance of the Shares Securities and the Investors’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Members as a result of the Investors Members and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Parent Stock and the InvestorsMembers’ ownership of the SharesParent Stock.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation Amended Certificate (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares Securities and the InvestorsPurchasers’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company has taken all necessary action, if any, action in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles memorandum and articles of Incorporation (or similar charter documents) association or the British Virgin Islands laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Shares and the Investors’ ownership of the Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) 's Organization Documents or the laws of its state of incorporation that is or could become applicable to the Investors Purchaser as a result of the Investors Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including including, without limitation limitation, the Company’s 's issuance of the Shares Securities and the Investors’ Purchaser’s ownership of the SharesSecurities.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Charter Documents or the laws of its state of incorporation that is or could become applicable to the Investors Subscriber as a result of the Investors Subscriber and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including including, without limitation limitation, the Company’s issuance of the Shares Securities and the InvestorsSubscriber’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares Securities and the InvestorsPurchasers’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ ownership of the Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles 's Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, the Company’s 's issuance of the Shares Securities and the Investors’ ' ownership of the SharesSecurities.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state of incorporation the Cayman Islands that is or could become applicable to the Investors Stockholder as a result of the Investors Stockholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ Stockholder’s ownership of the Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could would become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares Securities and the Investors’ ownership of the SharesSecurities.

Application of Takeover Protections. The Acquiror Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Acquiror Company Charter or the laws of its state of incorporation that is or could become applicable to the Investors Shareholder as a result of the Investors Shareholder and the Acquiror Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ Shareholder’s ownership of the Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state jurisdiction of incorporation formation that is or could become applicable to the Investors Members as a result of the Investors Members and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares and the InvestorsMembers’ ownership of the Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Charter Documents or the laws of its state the State of incorporation Delaware that is or could become otherwise would be applicable to the Investors as a result of the Investors Subscriber and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including including, without limitation limitation, the Company’s issuance of the Shares Securities and the InvestorsSubscriber’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors or shareholders of the Company prior to the Closing Date as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ ownership of the Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles certificate of Incorporation incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares Note and the Investors’ Investor’s ownership of the SharesNote.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles articles of Incorporation incorporation (or similar charter documents) or the laws of its state jurisdiction of incorporation that is or could become applicable to the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares Securities and the Investors’ Investor’s ownership of the SharesSecurities.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could would become applicable to the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Acquired Shares and the Investors’ Investor’s ownership of the Acquired Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles certificate of Incorporation incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Shares Securities and the InvestorsPurchasers’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company has taken all necessary action, if any, action in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles memorandum and articles of Incorporation (or similar charter documents) association or the British Virgin Islands laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Shares Securities and the Investors’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Company Charter Documents or the laws of its state of incorporation that is or could become applicable to the Investors Shareholders as a result of the Investors Shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Parent Exchange Stock and the InvestorsShareholders’ ownership of the SharesParent Exchange Stock.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) 's Organization Documents or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including including, without limitation limitation, the Company’s 's issuance of the Shares Securities and the InvestorsPurchasers’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover anti‑takeover provision under the Company’s Articles Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares Securities and the Investors’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) ), or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar pursuant to its charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under pursuant to the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ ownership of the Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Shareholder as a result of the Investors Shareholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Parent Stock and the InvestorsShareholder’ ownership of the SharesParent Stock.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, the Company’s issuance of the Shares and the Investors’ Investor’s ownership of the Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar 's charter documents) documents or the laws of its state the jurisdiction of the Company’s incorporation that is or could become applicable to the Investors Stockholders as a result of the Investors Stockholders and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ ownership of the Sharesthis Agreement.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state jurisdiction of incorporation formation that is or could become applicable to the Investors Shareholders as a result of the Investors Shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares and the InvestorsShareholders’ ownership of the Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Purchaser as a result of the Investors Purchaser and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Company Stock and the Investors’ Purchaser’s ownership of the SharesCompany Stock.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state jurisdiction of incorporation organization that is or could become applicable to the Investors Shareholder as a result of the Investors Shareholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Parent Stock and the Investors’ Shareholder’s ownership of the SharesParent Stock.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares Securities and the Investors’ Investor’s ownership of the SharesSecurities.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) 's Charter Documents or the laws of its state of incorporation that is or could become applicable to the Investors each Subscriber as a result of the Investors such Subscriber and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including including, without limitation limitation, the Company’s 's issuance of the Shares Notes and the Investors’ such Subscriber’s ownership of the SharesNotes.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Company Constituent Instruments or the laws of its state jurisdiction of incorporation organization that is or could become applicable to the Investors Shareholder as a result of the Investors Shareholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ Shareholder’s ownership of the Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar 's charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Members as a result of the Investors Members and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ ownership of the Sharesthis Agreement.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Company Constituent Instruments or the laws of its state jurisdiction of incorporation organization that is or could become applicable to the Investors Shareholders as a result of the Investors Shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares and the InvestorsShareholders’ ownership of the Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles articles of Incorporation incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares Securities and the Investors’ Investor’s ownership of the SharesSecurities.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's Articles of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could would become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s 's issuance of the Shares Securities and the Investors’ ' ownership of the SharesSecurities.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state jurisdiction of incorporation formation that is or could become applicable to the Investors Shareholder as a result of the Investors Shareholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ Shareholder’s ownership of the Textmunication Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state jurisdiction of incorporation formation that is or could become applicable to the Investors Shareholders as a result of the Investors Shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance Shareholders’ exchange of the Company Shares and for the Investors’ ownership of the Parent Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Company Charter Documents or the laws of its state of incorporation the United Kingdom that is or could become applicable to the Investors each Shareholder as a result of the Investors each Shareholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Parent Securities and the Investors’ Shareholder’s ownership of the SharesParent Securities.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) ), or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Charter Documents or the laws of its state of incorporation that is or could become applicable to the Investors Shareholders as a result of the Investors Shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Parent Common Stock and the InvestorsShareholders’ ownership of the SharesParent Common Stock.

Application of Takeover Protections. The Company Xxxxxx Xxxxx has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Xxxxxx Xxxxx Constituent Instruments or the laws of its state jurisdiction of incorporation organization that is or could become applicable to the Investors Shareholders as a result of the Investors Shareholders and the Company Xxxxxx Xxxxx fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares and the InvestorsShareholders’ ownership of the Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles certificate of Incorporation incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of and/or delivery of all of the Shares and the Investors’ ownership of the Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's Articles of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s 's issuance of the Shares Securities and the Investors’ ' ownership of the Sharesthereof.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Shareholder as a result of the Investors Shareholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ Shareholder’s ownership of the Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Company Charter Documents or the laws of its state of incorporation formation that is or could become applicable to the Investors Members as a result of the Investors Members and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Parent Stock and the InvestorsMembers’ ownership of the SharesParent Stock.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Shareholders as a result of the Investors Shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Series A and the InvestorsShareholders’ ownership of the Shares.Series A.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover anti‑takeover provision under the Company’s Articles 's Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of actions by the Investors and the Company fulfilling to fulfill their obligations or exercising exercise their rights under the Transaction Documents, including without limitation the Company’s 's issuance of the Shares Securities and the Investors’ ' ownership of the SharesSecurities.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Company as a result of the Investors and the Company fulfilling their its obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the GSRX Shares and the Investors’ ownership of the Sharesto CSI.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, the Company’s issuance of the Shares and the Investors’ ownership of the Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti---takeover provision under the Company’s Articles 's Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s 's issuance of the Shares and the Investors’ ' ownership of the Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Intellinetics Holders as a result of the Investors Intellinetics Holders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Company Common Stock and the InvestorsIntellinetics Holders’ ownership of the SharesCompany Stock.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Memorandum and Articles of Incorporation Association (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors solely as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares Securities and the Investors’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchaser as a result of the Investors Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares Securities and the Investors’ Purchaser’s ownership of the SharesSecurities.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Organization Documents or the laws of its state of incorporation that is or could become applicable to the Investors Purchaser as a result of the Investors Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including including, without limitation limitation, the Company’s issuance of the Shares Securities and the Investors’ Purchaser’s ownership of the SharesSecurities.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Holders as a result of the Investors Holders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Company Stock and the InvestorsHolders’ ownership of the SharesCompany Stock.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Charter Documents or the laws of its state the State of incorporation Delaware that is or could become otherwise would be applicable to the Investors as a result of the Investors Subscriber and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including including, without limitation limitation, the Company’s 's issuance of the Shares Securities and the Investors’ Subscriber' ownership of the SharesSecurities.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles 's Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of actions by the Investors and the Company fulfilling to fulfill their obligations or exercising exercise their rights under the Transaction Documents, including without limitation the Company’s 's issuance of the Shares Securities and the Investors’ ' ownership of the SharesSecurities.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles 's articles of Incorporation incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Investor as a result of the Investors Investor and the Company fulfilling their its obligations or exercising their its rights under the Transaction Documentsthis Agreement, including without limitation the Company’s 's issuance of the Shares and grant of the Investors’ Warrants and the Investor's ownership of the SharesShares and Warrants.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Members as a result of the Investors Members and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Parent Preferred Stock and the InvestorsMembers’ ownership of the SharesParent Preferred Stock.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Charter Documents or the laws of its state of incorporation that is or could become applicable to the Investors Subscriber as a result of the Investors Subscriber and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including including, without limitation limitation, the Company’s issuance of the Shares and the Investors’ Subscriber’s ownership of the Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles articles of Incorporation incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Common Shares and the Investors’ ownership of the Common Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Charter Documents or the laws of its state of incorporation that is or could become applicable to the Investors an Investor as a result of the Investors an Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including including, without limitation limitation, the Company’s issuance of the Shares Securities and the Investors’ any Investor’s ownership of the SharesSecurities.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles Memorandum of Incorporation Association (or similar charter documents) or the laws of its state jurisdiction of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares Securities and the Investors’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles 's Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Subscribers as a result of the Investors Subscribers and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including including, without limitation limitation, the Company’s 's issuance of the Shares and the Investors’ Subscribers' ownership of the Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Company Charter Documents or the laws of its state of incorporation that is or could become applicable to the Investors Shareholders as a result of the Investors Shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Parent Stock and the InvestorsShareholders’ ownership of the SharesParent Stock.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Charter or the laws Laws of the state of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares Securities and the InvestorsPurchasers’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state jurisdiction of incorporation formation that is or could become applicable to the Investors Shareholder as a result of the Investors Shareholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ Shareholder’s ownership of the Shares.

Application of Takeover Protections. The Company has and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles Certificate of Incorporation (or similar charter documents) or the laws of its the state of its incorporation that which is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, the Company’s 's issuance of the Common Shares and the Investors’ ' ownership of the Common Shares.. n.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Company Charter or the laws of its state of incorporation that is or could become applicable to the Investors Company as a result of the Investors Stockholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ ownership of the SharesShare Exchange.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) ), or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar pursuant to its charter documents) documents or the laws of its state of incorporation (including, without limitation, under Section 203 of the Delaware General Corporation Law) that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under pursuant to the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ ownership of the Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar 's charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Paradigm Holders as a result of the Investors Paradigm Holders and the Company fulfilling their obligations or exercising their rights under this Exchange Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Company Common Stock and the Investors’ Paradigm Holders' ownership of the SharesCompany Stock.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) ), or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Charter Documents or the laws of its state of incorporation that is or could become applicable to the Investors Shareholders as a result of the Investors Shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Parent Stock and the InvestorsShareholders’ ownership of the SharesParent Stock.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover anti‑takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Shareholders as a result of the Investors Shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Parent Stock and the InvestorsShareholders’ ownership of the SharesParent Stock.

Application of Takeover Protections. The Company has and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) combination or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) or the laws of its the state of its incorporation that which is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation limitation, the Company’s issuance of the Common Shares and the Investors’ ownership of the Common Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Company Charter Documents or the laws of its state of incorporation that is or could become applicable to the Investors Company as a result of the Investors and the Company fulfilling their its obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ ownership of the Sharesthis Agreement.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-–takeover provision under the Company’s Articles Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares Securities and the InvestorsPurchasers’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles 's articles of Incorporation incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including without limitation the Company’s 's issuance of the Shares and the Investors’ ' ownership of the Shares.. Share Purchase Agreement

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) ), or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar pursuant to its charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under pursuant to the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ ownership of the Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation Delaware or any agreement to which the Company is a party that is or could become applicable to the Investors Purchasers as a result of the Investors their and the Company fulfilling Company’s fulfillment of their respective obligations or exercising the exercise of their respective rights under the Transaction Documentsthis Agreement, including without limitation the Company’s issuance of the Shares and the Investors’ ownership of the Conversion Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover anti‑takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Charter Documents or the laws of its state of incorporation that is or could become applicable to the Investors Subscriber as a result of the Investors Subscriber and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including including, without limitation limitation, the Company’s issuance of the Shares Securities and the InvestorsSubscribers’ ownership of the SharesSecurities.

Application of Takeover Protections. The the Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Company Constituent Instruments or the laws of its state jurisdiction of incorporation organization that is or could become applicable to the Investors Shareholder as a result of the Investors Shareholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ Shareholder’s ownership of the Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including including, without limitation limitation, as a result of the Company’s issuance of the Shares and the Investors’ Investor’s ownership of the Shares.

Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar 's charter documents) documents or the laws of its state the jurisdiction of the Company’s incorporation that is or could become applicable to the Investors as a result of the Investors Auxerre and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ ownership of the Sharesthis Agreement.