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Amendment To Stockholders Agreement

(d) each shareholder`s commitments under this section 5.04 are maintained as long as that party remains a shareholder and for two years after that shareholder`s decision; To be a shareholder, notwithstanding the sale of shares of a shareholder and/or a person who ceases to be a partner of that shareholder, provided that this section 5.04 (d) is not considered a termination or violation of the shareholder`s obligations with respect to or in other agreements between that shareholder and FoundryCo, including confidentiality, confidentiality or other similar business agreements, which contain confidentiality or confidentiality clauses. A SHA may contain terms in the statutes; However, a SHA is generally larger and offers more protection to shareholders. There is no standard form that adapts HSAs flexibly to the specific needs of shareholders. Articles and SHAs are often complementary. In many legal systems, the statutes can only be changed by the adoption of a special decision (75% or more of the shareholders present and voting at a general meeting). However, a SHA often requires unanimous approval of its revision, but may also require approval by a super majority (a number of votes well in excess of half of the voting shares, but less than 100%). c) Any dispute that is not resolved within 30 days of receiving notification of the dispute, is recalled, and will be definitively and exclusively by arbitration under the rules of the London Court of International Arbitration (the „LCIA rules“) and then in force, amended by section 8.10, LCIA rules are considered to be inserted by reference in this section 8.10, with which Article 6 of these rules will not be included and arbitrators will be chosen regardless of nationality. The seat or arbitration tribunal is London, England. The language of arbitration is English. The number of referees is three (3). Each party appoints an arbitrator and the two arbitrators appointed by the parties agree and appoint, within thirty (30) days of the appointment of the second arbitrator, a third arbitrator who will be president of the tribunal (as defined in the rules of the ACIA). In the absence of an agreement within 30A, the shareholder contract (SHA) is a contract between the shareholders of a company and often the company itself. A SHA defines shareholder rights and obligations, regulates the management of the company, ownership of shares, privileges, votes and various guarantees for shareholders.

A SHA aims to set rules for shareholders to anticipate issues that may become controversial in the future. ALLEANZA TORO S.p.A. (formerly Alleanza Assicurazioni S.p.A.), an Italian company based in Turin, through Giuseppe Mazzini nr. 53, as such as this agreement, represented by Assicurazioni Generali S.p.A.; (a) any shareholder accepts that he does not proceed, directly or indirectly, with a sale of securities to an approved purchaser or by any other means prior to the completion of such a sale of securities; the person to whom such a sale of securities is proposed (a „forward-looking acquirer“), an agreement in the form of Schedule A, holds and provides to FoundryCo and any shareholder, the potential purchaser confirming that he is considered a „shareholder“ for all purposes of this agreement for the securities subject to such a sale of securities and that he agrees to be bound to all the terms of this agreement; However, provided that the potential purchaser is not entitled to the benefits of this agreement until the sale of securities to that person has been completed.