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 Charter Documents or the laws of its state of incorporation that is or could become applicable to the Subscriber as a result of the Subscriber and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities and the Subscriber' ownership of the 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 Charter Documents ’s charter documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Shareholders as a result of the Subscriber Shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities Parent Stock and the Subscriber' Shareholders’ ownership of the SecuritiesParent 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 Charter Documents ’s Articles of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Subscriber Investors as a result of the Subscriber Investors and the Company fulfilling their obligations or exercising their rights under this Agreementthe Transaction Documents, including, including without limitation, limitation the Company's ’s issuance of the Securities Shares and the Subscriber' Investors’ ownership of the SecuritiesShares.

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 Charter Documents ’s charter documents or the laws of its state jurisdiction of incorporation formation that is or could become applicable to the Subscriber Shareholder as a result of the Subscriber Shareholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities and the Subscriber' Shareholder’s ownership of the SecuritiesParent 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 Charter Documents ’s Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Subscriber Purchaser as a result of the Subscriber Purchaser and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities and the Subscriber' ownership of the SecuritiesTransaction Documents.

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 Charter Documents Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Subscriber Purchasers as a result of the Subscriber Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreementthe Transaction Documents, including, including without limitation, limitation the Company's issuance of the Securities and the SubscriberPurchasers' ownership of the 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 Charter Documents charter documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Stockholders as a result of the Subscriber Stockholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities Shares and the SubscriberStockholders' ownership of the SecuritiesShares.

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 Charter Documents ’s charter documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Shareholder as a result of the Subscriber Shareholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities Parent Stock and the Subscriber' Shareholder’s ownership of the SecuritiesParent 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 Charter Documents Articles of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Subscriber Investors as a result of the Subscriber Investors and the Company fulfilling their obligations or exercising their rights under this Agreementthe Transaction Documents, including, including without limitation, limitation the Company's issuance of the Securities and the SubscriberInvestors' ownership of the 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 Charter Documents Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Subscriber Investors as a result of the Subscriber Investors and the Company fulfilling their obligations or exercising their rights under this Agreementthe Transaction Documents, including, including without limitation, limitation the Company's issuance of the Securities Shares and the SubscriberInvestors' ownership of the SecuritiesShares.

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 Charter Documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Subscribers as a result of the Subscriber Subscribers and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities and the SubscriberSubscribers' ownership of the 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 ’s Charter Documents or the laws of its state of incorporation that is or could become applicable to the Subscriber as a result of the Subscriber and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Subscriber' Subscribers’ ownership of the 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 Charter Documents Amended Certificate (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Subscriber Purchasers as a result of the Subscriber Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreementthe Transaction Documents, including, including without limitation, limitation the Company's ’s issuance of the Securities and the Subscriber' Purchasers’ ownership of the Securities.

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 Charter Documents or the laws of its the state of incorporation that its incorporation, the Company’s organizational documents and any other agreement to which the Company is bound, which is or could become applicable to the Subscriber Investors as a result of the Subscriber and the Company fulfilling their obligations or exercising their rights under transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities Common Shares and the Subscriber' Investors’ ownership of the SecuritiesCommon 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 Charter Documents ’s charter documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Members as a result of the Subscriber Members and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities Parent Stock and the Subscriber' Members’ ownership of the SecuritiesParent 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 Charter Documents ’s Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Subscriber Investors as a result of the Subscriber Investors and the Company fulfilling their obligations or exercising their rights under this Agreementthe Transaction Documents, including, including without limitation, limitation the Company's ’s issuance of the Securities Shares and the Subscriber' Investors’ ownership of the SecuritiesShares.

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 Charter Documents ’s Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Subscriber Purchasers as a result of the Subscriber Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreementthe Transaction Documents, including, including without limitation, limitation the Company's ’s issuance of the Securities and the Subscriber' Purchasers’ ownership of the Securities.

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 Charter Documents ’s memorandum and articles of association or the British Virgin Islands laws of its state of incorporation that is or could become applicable to the Subscriber Investors as a result of the Subscriber Investors and the Company fulfilling their obligations or exercising their rights under this Agreementthe Transaction Documents, including, including without limitation, limitation as a result of the Company's ’s issuance of the Securities Shares and the Subscriber' Investors’ ownership of the SecuritiesShares.

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 Charter Documents ’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Subscriber Investors as a result of the Subscriber Investors and the Company fulfilling their obligations or exercising their rights under this Agreementthe Transaction Documents, including, including without limitation, limitation the Company's ’s issuance of and/or delivery of all of the Securities Shares and the Subscriber' Investors’ ownership of the SecuritiesShares.

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 Charter Organization Documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Purchaser as a result of the Subscriber Purchaser and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities and the Subscriber' Purchaser’s ownership of the 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 ’s Charter Documents or the laws of its state of incorporation that is or could become applicable to the Subscriber as a result of the Subscriber and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Subscriber' ’ ownership of the 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 anti‑takeover provision under the Company's Charter Documents ’s Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Subscriber Investors as a result of the Subscriber Investors and the Company fulfilling their obligations or exercising their rights under this Agreementthe Transaction Documents, including, including without limitation, limitation the Company's ’s issuance of the Securities and the Subscriber' Investors’ ownership of the 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 Charter Documents pursuant to its charter documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Purchasers as a result of the Subscriber Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, pursuant to the Company's issuance of the Securities and the Subscriber' ownership of the SecuritiesTransaction Documents.

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 Charter Documents ’s charter documents or the laws of its state jurisdiction of incorporation formation that is or could become applicable to the Subscriber Shareholders as a result of the Subscriber Shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities Shares and the Subscriber' Shareholders’ ownership of the SecuritiesShares.

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 Charter Documents ’s charter documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Shareholder as a result of the Subscriber Shareholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities Parent Stock and the Subscriber' Shareholder’ ownership of the SecuritiesParent Stock.

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 Charter Documents ’s memorandum and articles of association or the British Virgin Islands laws of its state of incorporation that is or could become applicable to the Subscriber Investors as a result of the Subscriber Investors and the Company fulfilling their obligations or exercising their rights under this Agreementthe Transaction Documents, including, including without limitation, limitation as a result of the Company's ’s issuance of the Securities and the Subscriber' Investors’ ownership of the 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 Charter Documents charter documents or the laws of its state the jurisdiction of the Company’s incorporation that is or could become applicable to the Subscriber Stockholders as a result of the Subscriber Stockholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities and the Subscriber' ownership of the 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 Charter Documents ’s charter documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Purchaser as a result of the Subscriber Purchaser and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities Company Stock and the Subscriber' Purchaser’s ownership of the SecuritiesCompany 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 Charter Documents ’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Subscriber Investor as a result of the Subscriber Investor and the Company fulfilling their obligations or exercising their rights under this Agreementthe Transaction Documents, including, including without limitation, limitation the Company's ’s issuance of the Securities Note and the Subscriber' Investor’s ownership of the SecuritiesNote.

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 Charter Documents ’s articles of incorporation or the laws of its state of incorporation that is or could would become applicable to the Subscriber Purchasers as a result of the Subscriber Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreementthe Transaction Documents, including, including without limitation, limitation as a result of the Company's ’s issuance of the Securities and the Subscriber' Purchasers’ ownership of the Securities.

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 Acquiror Company Charter Documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Shareholder as a result of the Subscriber Shareholder and the Acquiror Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities Shares and the Subscriber' Shareholder’s ownership of the SecuritiesShares.

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 Company Charter Documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Shareholders as a result of the Subscriber Shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities Parent Exchange Stock and the Subscriber' Shareholders’ ownership of the SecuritiesParent 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 Charter Documents pursuant to its charter documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Investors as a result of the Subscriber Investors and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, pursuant to the Company's issuance of the Securities and the Subscriber' ownership of the SecuritiesTransaction Documents.

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 Charter Documents ’s charter documents or the laws of its state of incorporation the Cayman Islands that is or could become applicable to the Subscriber Stockholder as a result of the Subscriber Stockholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities Shares and the Subscriber' Stockholder’s ownership of the SecuritiesShares.

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 Charter Organization Documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Purchasers as a result of the Subscriber Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities and the Subscriber' Purchasers’ ownership of the 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 Charter Documents ’s Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Subscriber Investor as a result of the Subscriber Investor and the Company fulfilling their obligations or exercising their rights under this Agreementthe Transaction Documents, including, without limitation, the Company's ’s issuance of the Securities Shares and the Subscriber' Investor’s ownership of the SecuritiesShares.

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 Charter Documents ’s articles of incorporation (or similar charter documents) or the laws of its state jurisdiction of incorporation that is or could become applicable to the Subscriber Investor as a result of the Subscriber Investor and the Company fulfilling their obligations or exercising their rights under this Agreementthe Transaction Documents, including, including without limitation, limitation the Company's ’s issuance of the Securities and the Subscriber' Investor’s ownership of the 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 Charter Documents or the laws of its state the State of incorporation Delaware that is or could become otherwise would be applicable to the Subscriber as a result of the Subscriber and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Subscriber' ’ ownership of the 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 Charter Documents ’s charter documents or the laws of its state jurisdiction of incorporation formation that is or could become applicable to the Subscriber Members as a result of the Subscriber Members and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities Shares and the Subscriber' Members’ ownership of the SecuritiesShares.

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 Charter Documents charter documents or the laws of its state the jurisdiction of the Company’s incorporation that is or could become applicable to the Subscriber as a result of the Subscriber Auxerre and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities and the Subscriber' ownership of the 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 Charter Documents ’s charter documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Shareholder as a result of the Subscriber Shareholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities Shares and the Subscriber' Shareholder’s ownership of the SecuritiesShares.

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 Charter Documents ’s charter documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Members as a result of the Subscriber Members and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities Parent Preferred Stock and the Subscriber' Members’ ownership of the SecuritiesParent 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 Charter Documents Articles of Incorporation (or the laws of its state of incorporation similar charter documents) that is or could would become applicable to the Subscriber Investors as a result of the Subscriber Investors and the Company fulfilling their obligations or exercising their rights under this Agreementthe Transaction Documents, including, including without limitation, limitation the Company's issuance of the Securities and the SubscriberInvestors' ownership of the 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 Charter Documents ’s Articles of Incorporation or the laws of its state of incorporation that is or could become applicable to the Subscriber Purchaser as a result of the Subscriber Purchaser and the Company fulfilling their obligations or exercising their rights under this Agreementthe Transaction Documents, including, including without limitation, limitation the Company's ’s issuance of the Securities and the Subscriber' Purchaser’s ownership of the 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 Company Charter Documents or the laws of its state of incorporation the United Kingdom that is or could become applicable to the Subscriber each Shareholder as a result of the Subscriber each Shareholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Parent Securities and the Subscriber' Shareholder’s ownership of the Parent 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 Charter Documents ’s Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Subscriber Purchasers as a result of the Subscriber Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreementthe Transaction Documents, including, including without limitation, limitation the Company's ’s issuance of the Securities and the Subscriber' Purchasers’ ownership of the 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 Charter Documents ’s Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Subscriber Investor as a result of the Subscriber Investor and the Company fulfilling their obligations or exercising their rights under this Agreementthe Transaction Documents, including, including without limitation, limitation the Company's ’s issuance of the Securities and the Subscriber' Investor’s ownership of the 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 Charter ’s Organization Documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Purchaser as a result of the Subscriber Purchaser and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Subscriber' Purchaser’s ownership of the 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 Charter Documents charter documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Members as a result of the Subscriber Members and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities and the Subscriber' ownership of the 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 Charter Documents ’s charter documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Intellinetics Holders as a result of the Subscriber Intellinetics Holders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities Company Common Stock and the Subscriber' Intellinetics Holders’ ownership of the SecuritiesCompany Stock.

Application of Takeover Protections. The Company Acquisition Corp. 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 Acquisition Corp. Charter Documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Shareholders as a result of the Subscriber Shareholders and the Company Acquisition Corp. fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities Shares and the Subscriber' Shareholders’ ownership of the SecuritiesShares.

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 Charter Documents ’s Memorandum of Association (or similar charter documents) or the laws of its state jurisdiction of incorporation that is or could become applicable to the Subscriber Investors as a result of the Subscriber Investors and the Company fulfilling their obligations or exercising their rights under this Agreementthe Transaction Documents, including, including without limitation, limitation the Company's ’s issuance of the Securities and the Subscriber' Investors’ ownership of the 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 Company Charter Documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Shareholder as a result of the Subscriber Shareholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities Parent Stock and the Subscriber' Shareholder’s ownership of the SecuritiesParent 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 Charter Documents ’s charter documents or the laws of its state jurisdiction of incorporation formation that is or could become applicable to the Subscriber Shareholder as a result of the Subscriber Shareholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities and the Subscriber' Shareholder’s ownership of the SecuritiesTextmunication 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 Company Charter Documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Company as a result of the Subscriber and the Company fulfilling their its obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities and the Subscriber' ownership of the 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 Charter Documents Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Subscriber Subscribers as a result of the Subscriber Subscribers and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities Shares and the SubscriberSubscribers' ownership of the SecuritiesShares.

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 Charter Documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Investors as a result of the Subscriber Investors and the Company fulfilling their obligations or exercising their rights under this Agreementthe Transaction Documents, including, including without limitation, limitation the Company's ’s issuance of the Securities and the Subscriber' Investors’ ownership of the 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 ’s Charter Documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Shareholders as a result of the Subscriber Shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities Parent Stock and the Subscriber' Shareholders’ ownership of the SecuritiesParent 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 Charter Documents ’s charter documents or the laws of its state jurisdiction of incorporation formation that is or could become applicable to the Subscriber Shareholders as a result of the Subscriber Shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities and the Subscriber' Shareholder’s ownership of the SecuritiesParent 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 Company Charter Documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Shareholders as a result of the Subscriber Shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities Parent Stock and the Subscriber' Shareholders’ ownership of the SecuritiesParent 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 Charter Documents ’s charter documents or the laws of its state of incorporation the British Virgin Islands that is or could become applicable to the Subscriber Stockholder as a result of the Subscriber Stockholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities Shares and the Subscriber' Stockholder’s ownership of the SecuritiesShares.

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 Charter Documents ’s Articles of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Subscriber PSI Shareholders as a result of the Subscriber such shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities and the Subscriber' ownership of the 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 Charter Documents ’s charter documents or the laws of its state jurisdiction of incorporation formation that is or could become applicable to the Subscriber as a result of the Subscriber and the Company fulfilling their its obligations or exercising their its rights under this Agreement, including, without limitation, the Company's issuance of the Securities and the Subscriber' ownership of the SecuritiesParent 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 Charter Documents or the laws of its state of incorporation that is or could become applicable to the Subscriber an Investor as a result of the Subscriber an Investor and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Subscriber' any Investor’s ownership of the Securities.

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 Charter Documents ’s Articles of Association or the Israeli laws of its state of incorporation that is or could become applicable to the Subscriber Purchaser as a result of the Subscriber and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities and Shares by the Subscriber' ownership of Company to the SecuritiesPurchaser.

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 Charter Documents articles of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Subscriber Investors as a result of the Subscriber Investors and the Company fulfilling their obligations or exercising their rights under this Agreement, including, including without limitation, limitation the Company's issuance of the Securities Shares and the SubscriberInvestors' ownership of the SecuritiesShares.

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 Charter Documents or the laws of its state country of incorporation that is or could become applicable to the Subscriber Shareholders as a result of the Subscriber Shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities Parent Preferred Stock and the Subscriber' Shareholders’ ownership of the SecuritiesParent 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 Charter Documents charter documents or the laws of its state the jurisdiction of the Company’s incorporation that is or could become applicable to the Subscriber as a result of the Subscriber Rossgaz and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities and the Subscriber' ownership of the 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 Charter Documents articles of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Subscriber Investor as a result of the Subscriber Investor and the Company fulfilling their its obligations or exercising their its rights under this Agreement, including, including without limitation, limitation the Company's issuance of the Securities Shares and grant of the Warrants and the Subscriber' Investor's ownership of the SecuritiesShares 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 Charter Documents pursuant to its charter 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 Subscriber Purchasers as a result of the Subscriber Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, pursuant to the Company's issuance of the Securities and the Subscriber' ownership of the SecuritiesTransaction Documents.

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 Charter Documents ’s charter documents or the laws of its state jurisdiction of incorporation formation that is or could become applicable to the Subscriber Shareholders as a result of the Subscriber Shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance Shareholders’ exchange of the Securities and Company Shares for the Subscriber' ownership of the SecuritiesParent 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 Charter Documents Articles of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Subscriber Investors as a result of the Subscriber Investors and the Company fulfilling their obligations or exercising their rights under this Agreementthe Transaction Documents, including, including without limitation, limitation the Company's issuance of the Securities and the SubscriberInvestors' ownership of the Securitiesthereof.

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 Charter Documents pursuant to its charter 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 Subscriber Investors as a result of the Subscriber Investors and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, pursuant to the Company's issuance of the Securities and the Subscriber' ownership of the SecuritiesTransaction Documents.

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 Charter Documents ’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Subscriber Investors as a result of the Subscriber Investors and the Company fulfilling their obligations or exercising their rights under this Agreementthe Transaction Documents, including, without limitation, including the Company's ’s issuance of and/or delivery of all of the Securities Shares and the Subscriber' Investors’ ownership of the SecuritiesShares.

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 Charter Documents ’s Certificate of Incorporation 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 Subscriber Purchasers as a result of the Subscriber their and the Company fulfilling Company’s fulfillment of their respective obligations or exercising the exercise of their respective rights under this Agreement, including, including without limitation, limitation the Company's ’s issuance of the Securities Shares and the Subscriber' Purchasers’ ownership of the Securitiesthereof.

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 Charter Documents charter documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Paradigm Holders as a result of the Subscriber Paradigm Holders and the Company fulfilling their obligations or exercising their rights under this Exchange Agreement, including, without limitation, the Company's issuance of the Securities Company Common Stock and the SubscriberParadigm Holders' ownership of the SecuritiesCompany 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 Charter Documents ’s charter documents or the laws of its state jurisdiction of incorporation formation that is or could become applicable to the Subscriber Shareholder as a result of the Subscriber Shareholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities Shares and the Subscriber' Shareholder’s ownership of the SecuritiesShares.

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 Charter Documents ’s charter documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Company as a result of the Subscriber and the Company fulfilling their its obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities and the Subscriber' ownership of the SecuritiesGSRX Shares to 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 Charter Documents Company Constituent Instruments or the laws of its state jurisdiction of incorporation organization that is or could become applicable to the Subscriber Shareholder as a result of the Subscriber Shareholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities Shares and the Subscriber' Shareholder’s ownership of the SecuritiesShares.

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 Charter Documents ’s articles of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Subscriber Investor as a result of the Subscriber Investor and the Company fulfilling their obligations or exercising their rights under this Agreementthe Transaction Documents, including, including without limitation, limitation the Company's ’s issuance of the Securities and the Subscriber' Investor’s ownership of the 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 Charter Documents ’s charter documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Shareholders as a result of the Subscriber Shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities Parent Shares and the Subscriber' Shareholders’ ownership of the SecuritiesParent 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 Charter Documents ’s Certificate of Incorporation 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 Subscriber Purchasers as a result of the Subscriber their and the Company fulfilling Company’s fulfillment of their respective obligations or exercising the exercise of their respective rights under this Agreement, including, including without limitation, limitation the Company's ’s issuance of the Securities Shares and the Subscriber' ownership of the SecuritiesConversion 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 Charter Documents or the laws of its state the State of incorporation Delaware that is or could become otherwise would be applicable to the Subscriber as a result of the Subscriber and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities and the Subscriber' ownership of the Securities.

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 Charter Documents Xxxxxx Xxxxx Constituent Instruments or the laws of its state jurisdiction of incorporation organization that is or could become applicable to the Subscriber Shareholders as a result of the Subscriber Shareholders and the Company Xxxxxx Xxxxx fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities Shares and the Subscriber' Shareholders’ ownership of the SecuritiesShares.

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 Charter Documents ’s charter documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Investor as a result of the Subscriber Investor and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, as a result of the Company's ’s issuance of the Securities Shares and the Subscriber' Investor’s ownership of the SecuritiesShares.

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 Charter Documents ’s charter documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Shareholders as a result of the Subscriber Shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities Series A and the Subscriber' Shareholders’ ownership of the Securities.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 provision under the Company's Charter Documents ’s charter documents or the laws of its state jurisdiction of incorporation organization that is or could become applicable to the Subscriber Shareholder as a result of the Subscriber Shareholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities Parent Stock and the Subscriber' Shareholder’s ownership of the SecuritiesParent 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 Charter Documents ’s Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Subscriber Purchaser as a result of the Subscriber Purchaser and the Company fulfilling their obligations or exercising their rights under this Agreementthe Transaction Documents, including, including without limitation, limitation the Company's ’s issuance of the Securities and the Subscriber' Purchaser’s ownership of the 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 Charter Documents charter documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Stockholders as a result of the Subscriber Stockholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities Shares and the SubscriberStockholders' ownership of the SecuritiesShares.

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 Charter Documents ’s charter documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Shareholders as a result of the Subscriber Shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities Shares and the Subscriber' Shareholders’ ownership of the SecuritiesShares.

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 Charter Documents charter documents or the laws of its state jurisdiction of incorporation formation that is or could become applicable to the Subscriber Shareholder as a result of the Subscriber Shareholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities and the Subscriber' Shareholder's ownership of the SecuritiesParent 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 Charter Documents ’s charter documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Holders as a result of the Subscriber Holders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities Company Stock and the Subscriber' Holders’ ownership of the SecuritiesCompany 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 Charter Documents ’s charter documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Shareholders as a result of the Subscriber Shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities Parent Stock and the Subscriber' Shareholders’ ownership of the SecuritiesParent 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 ’s Charter Documents or the laws Laws of the state of its state of incorporation that is or could become applicable to the Subscriber Purchasers as a result of the Subscriber Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreementthe Transaction Documents, including, including without limitation, limitation the Company's ’s issuance of the Securities and the Subscriber' Purchasers’ ownership of the 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 Company Charter Documents or the laws of its country and state of incorporation that is or could become applicable to the Subscriber Shareholders as a result of the Subscriber Shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities Parent Stock and the Subscriber' Shareholders’ ownership of the SecuritiesParent 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 ’s Charter Documents or the laws of its state of incorporation that is or could become applicable to the Subscriber as a result of the Subscriber and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's ’s issuance of the Securities Shares and the Subscriber' ’s ownership of the SecuritiesShares.

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 Charter ’s Organizational Documents or the laws of its state jurisdiction of incorporation that is or could become applicable to the Subscriber Investor as a result of the Subscriber Investor and the Company fulfilling their obligations or exercising their rights under this Agreementthe Transaction Documents, including, including without limitation, limitation as a result of the Company's issuance of the Securities Shares and the Subscriber' Investor’s ownership of the SecuritiesShares.

Application of Takeover Protections. The Company has taken all necessary actionCompany’s execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby will not impose any restriction on any Purchaser, if anyor create in any party (including any current shareholder of the Company) any rights, in order to render inapplicable under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) ), or other similar anti-takeover provision provisions under the Company's ’s Charter Documents or the laws of its state of incorporation that is or could become applicable to the Subscriber as a result of the Subscriber and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities and the Subscriber' ownership of the Securitiesincorporation.

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 Charter Documents or the laws of its state of incorporation that is or could become applicable to the each Subscriber as a result of the such Subscriber and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities Notes and the such Subscriber' ’s ownership of the SecuritiesNotes.

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 Company Charter Documents or the laws of its state of incorporation that is or could become applicable to the Subscriber Company as a result of the Subscriber Stockholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Company's issuance of the Securities and the Subscriber' ownership of the SecuritiesShare Exchange.