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Stockholder Support Agreement Merger

(h) a person is considered to be the “transfer” of a security if, directly or indirectly: (i) sells, mortgages, debits, grants, transfers or disposes of a person other than the parent undertaking; (ii) an agreement or obligation which provided for the possible sale, pledging, charge, grant of an option concerning, transfer or assignment of that security or of another person other than the parent undertaking; or (iii) reduces that person`s economic ownership, participation or risk under that guarantee. o companies and associations, not just decisions. Ensure that at least all insider shareholders, together with the execution of their consent to the acceptance of the merger agreement, perform explicit and joint commitments regarding release, confidentiality, cooperation, indemnification, appointment of a shareholder representative and any other matter that may go beyond the explicit terms of the counter-merger. These companies and Joinder should be made in addition to their written consent to shareholder decisions that accept the terms of the merger agreement, even if the terms of the merger agreement and decisions reflect these issues. “The merger agreement, even if approved by the consenting shareholders, remains a contract exclusively between the owner and the target entity,” Chancery Court said. As a result, explicit contractual obligations and Joinder, not decisions authorizing the merger, are the means of retaining the signatory shareholders. For example, the parent company, the purchaser and the entity enter into an agreement and plan of merger at the specified time (as amended from time to time, the “Merger Agreement”), which provides, among other things, that the buyer shall issue an offer to issue (the “Offer”) for all issued and outstanding common shares. Par value of $0.00004 per share of the business (including all related capital purchase rights issued pursuant to the company`s subscription agreement, the “Shares”) and, after the closing of the offer, the buyer`s merger with and into the business, with the business remaining a surviving corporation (the “Merger”) on the terms and conditions set out in the Merger Agreement. . . .