Common use of Application of Takeover Protections; Rights Agreement Clause in Contracts

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and any Buyer's ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents Incorporation (as defined in Section 3(r)) or the laws of the jurisdiction state of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision under the Memorandum of Association, Articles of Incorporation, Bylaws Association or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents Incorporation (as defined in Section 3(p)) or the laws of the jurisdiction State of its incorporation or otherwise Delaware which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of its Subsidiaries.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents Incorporation (as defined in Section 3(q)) or the laws of the jurisdiction state of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and any Buyer's ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents Incorporation (as defined in Section 3(q)) or the laws of the jurisdiction state of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents Incorporation (as defined in Section 3(r)) or the laws of the jurisdiction state of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and any Buyer's ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any the Buyer's ’s ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the consummation of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision under the Articles Certificate of Incorporation, Incorporation or Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable exempt the Company's issuance of the Securities and Buyer's ownership of the Securities from the provisions of any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents Incorporation of the Company or the laws of the jurisdiction state of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and any each Buyer's ownership of the Securities). The Company does not have any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.

Application of Takeover Protections; Rights Agreement. The Company and its board Board of directors Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholdershareholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Amended and Restated Articles of Incorporation, Bylaws Association or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Ordinary Shares or a change in control of the Company or any of its Subsidiaries.

Application of Takeover Protections; Rights Agreement. The Company and its board Board of directors Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and any Buyer's ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholdershareholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and any Buyer's ownership of the Securities. The Company has not adopted a shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company or any of its Subsidiaries.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company or any of its Subsidiaries.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles Company’s articles of Incorporation, Bylaws or other organizational documents association and memorandum of association (as amended and in effect on the date hereof) or the laws of the jurisdiction of its incorporation formation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this the Securities Purchase Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Shares or a change in control of the Company.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents document or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer the Holder as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's the Holder’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Shares or a change in control of the Company or any of the Subsidiaries.

Application of Takeover Protections; Rights Agreement. The Company and its board Board of directors Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise formation which is or could become applicable to any Buyer the Buyers as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's the Buyers’ ownership of the Securities. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Preferred Stock or a change in control of the Company or any of its Subsidiaries.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision under the Memorandum of Association, Articles of Incorporation, Bylaws Association or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and any Buyer's ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholdershareholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder shareholder rights plan or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents Organizational Documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Ordinary Shares or a change in control of the Company or any of its Subsidiaries.

Application of Takeover Protections; Rights Agreement. The Company and its board Board of directors Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company or any of its Subsidiaries.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors the Board have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholdershareholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder shareholder rights plan or other similar anti-anti- takeover provision under the Articles of Incorporation, Bylaws or other organizational documents Company’s Governing Documents or the laws of the jurisdiction State of its incorporation Florida or otherwise which is or could become applicable to any the Company or the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities. The Company and the Board have taken all necessary action, if any, in order to render inapplicable any shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of its Subsidiaries.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholdershareholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder shareholder rights plan or other similar anti-takeover provision under the Memorandum and Articles of Incorporation, Bylaws or other organizational documents Association or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities. The Company has no shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Ordinary Shares or a change in control of the Company or any of its Subsidiaries.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision under the Articles of Incorporation, Bylaws Charter or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Ordinary Shares or a change in control of the Company or any of its Subsidiaries.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholdershareholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder shareholder rights plan or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of its Subsidiaries.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable exempt the Company’s issuance of the Securities and any Buyer’s ownership of the Securities from the provisions of any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents Incorporation of the Company or the laws of the jurisdiction state of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any each Buyer's ’s ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholdershareholders, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder shareholders rights plan or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholdershareholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder shareholder rights plan or other similar anti-takeover antitakeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any the Buyer's ’s ownership of the Securities. The Company has no shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of its Subsidiaries.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholdershareholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder shareholder rights plan or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities. The Company has no shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of its Subsidiaries.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholdershareholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder shareholder rights plan or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Shares or a change in control of the Company or any of its Subsidiaries.

Application of Takeover Protections; Rights Agreement. The Except for Section 6.1 of the Charter, the Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision under the Articles of IncorporationBylaws, Bylaws Charter or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and any Buyer's ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Amended Agreement, including, without limitation, the Company's issuance of the Securities and any Buyer's ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover antitakeover provision under the Articles of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and any Buyer's ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents Incorporation (as defined in Section 3(r)) or the laws of the jurisdiction state of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholdershareholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder shareholder rights plan or other similar anti-takeover provision under the Articles of Incorporation, Bylaws Association or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board Board of directors Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company or any of its Subsidiaries.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and any Buyer's ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of its Subsidiaries.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision under the Articles of IncorporationCharter, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors Board have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover antitakeover provision under the Articles of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and any the Buyer's ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors the Board have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, stockholder rights plan, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision provision, including, without limitation, under the Articles Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholdershareholders, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder shareholders rights plan or other similar anti-takeover provision under the Articles of Incorporation, Bylaws M&A or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and any Buyer's ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors Board have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles Company's Certificate of Incorporation, Bylaws or other organizational documents as amended and as in effect on the date hereof (the "Certificate of Incorporation"), or the laws of the jurisdiction of its incorporation or otherwise formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and any Buyer's ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.

Application of Takeover Protections; Rights Agreement. The Company and its board Board of directors Directors have taken all necessary action, if any, action in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement)the Shareholder Rights Agreement, stockholder rights plan dated July 1, 2002, by and between the Company and Corporate Stock Transfer, Inc.) or other similar anti-takeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents Incorporation or the laws of the jurisdiction state of its incorporation or otherwise which is or could become applicable to any Buyer the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's the Investor’s ownership of the Securities. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles Company’s Certificate of Incorporation, Bylaws or other organizational documents any certificates of designations or the laws of the jurisdiction of its formation or incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities. The Company and its board of directors have taken all necessary actions, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any the Buyer's ’s ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover anti­takeover provision under the Memorandum of Association, Articles of Incorporation, Bylaws Association or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and any Buyer's ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors the Board have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholdershareholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder shareholder rights plan or other similar anti-anti- takeover provision under the Articles of Incorporation, Bylaws or other organizational documents Company’s Governing Documents or the laws of the jurisdiction State of its incorporation Utah or otherwise which is or could become applicable to any the Company or the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities. The Company and the Board have taken all necessary action, if any, in order to render inapplicable any shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of its Subsidiaries.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles Company’s articles of Incorporationassociation and memorandum of association (as amended and in effect on the date hereof, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation formation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this the Securities Purchase Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Shares or a change in control of the Company.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents Incorporation or the laws of the jurisdiction of its incorporation or otherwise formation which is or could become applicable to any Buyer the Investors (or their members, general or limited partners or stockholders) as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's the Investors’ (and their members’, general or limited partners’, stockholders’) ownership of the Securities. The Company has not adopted a shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Class A Common Stock or a change in control of the Company.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholdershareholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Memorandum and Articles of Incorporation, Bylaws Association or other organizational documents or the laws of the Company’s jurisdiction of its incorporation or otherwise formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Shares or a change in control of the Company or any of its Subsidiaries.

Application of Takeover Protections; Rights Agreement. The Company Company, its Subsidiaries and its board their respective Boards of directors Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents governing documents, or the laws of the jurisdiction of its their incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover antitakeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Company's Amended and Restated Articles of Incorporation, Bylaws or other organizational documents Incorporation or the laws of the jurisdiction state of its incorporation or otherwise which is or could become applicable to any Buyer the Subscriber as a result of the transactions contemplated by this Agency Agreement, including, including without limitation, the Company's issuance of the Securities (including the Agent Warrants and any Buyerall underlying securities and the Agent Shares) and the Subscriber's ownership of the Securities. The Company has not adopted a shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholdershareholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder shareholder rights plan or other similar antiantit-takeover akeover provision under the Memorandum of Association, Articles of Incorporation, Bylaws Association or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents Incorporation or the laws of the jurisdiction of its incorporation or otherwise formation which is or could become applicable to any Buyer the Investors (or their members, general or limited partners or stockholders) as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities Shares and any Buyer's the Investors’ (and their members’, general or limited partners’, stockholders’) ownership of the SecuritiesShares. The Company has not adopted a shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Class A Common Stock or a change in control of the Company.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-anti- takeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any the Buyer's ’s ownership of the Securities.the

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholdershareholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder shareholder rights plan or other similar anti-takeover provision under the Memorandum and Articles of Incorporation, Bylaws or other organizational documents Association or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Ordinary Shares or a change in control of the Company or any of its Subsidiaries.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents Incorporation (as defined in Section 3(r)) or the laws of the jurisdiction state of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and any Buyer's ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of its Subsidiaries.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents Incorporation (as defined in Section 3(r)) or the laws of the jurisdiction state of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and any Buyer's ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles Company’s Certificate of Incorporation, Bylaws or other organizational documents as amended and as in effect on the date hereof (the “Certificate of Incorporation”) or the laws of the jurisdiction state of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreementthe Transaction Documents, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholdershareholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder shareholder rights plan or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any the Buyer's ’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Shares or a change in control of the Company or any of its Subsidiaries.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan plan, or other similar anti-takeover provision under the Articles Certificate of Incorporation, Bylaws By-laws, or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which that is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents any certificates of designations or the laws of the jurisdiction of its formation or incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities. The Company and its board of directors have no stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover antitakeover provision under the Articles of IncorporationArticles, Bylaws bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and any Buyer's ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles Company’s articles of Incorporation, Bylaws or other organizational documents association and memorandum of association (as amended and in effect on the date hereof) or the laws of the jurisdiction of its incorporation formation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this the Securities Purchase Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Shares or a change in control of the Company.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents any certificates of designations or the laws of the jurisdiction of its formation or incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover anti­takeover provision under the Memorandum of Association, Articles of Incorporation, Bylaws Association or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board Board of directors Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise formation which is or could become applicable to any the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any the Buyer's ’s ownership of the Securities. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Preferred Stock or a change in control of the Company or any of its Subsidiaries.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles of IncorporationCharter, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of its Subsidiaries.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents Incorporation (as defined in Section 3(q)) or the laws of the jurisdiction state of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, or any prior transaction between the Company and any Buyer, including, without limitation, the Company's issuance of the Securities and any Buyer's ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-anti- takeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any Buyer's ’s ownership of the Securities.. (k)

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents Incorporation or the laws of the jurisdiction of its incorporation or otherwise formation which is or could become applicable to any Buyer Investor as a result of the transactions contemplated by this Agreementthe Offering Documents, including, without limitation, the Company's issuance of the Securities and/or the Underlying Shares and any BuyerInvestor's ownership of the SecuritiesSecurities or the Underlying Shares.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover antitakeover provision under the Articles of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any the Buyer's ’s ownership of the Securities. The Company has no stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of its Subsidiaries.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover antitakeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and any Buyer's ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board Board of directors Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement), stockholder rights plan ) or other similar anti-takeover provision under the Articles Company’s certificate of incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation formation or otherwise which is or could become applicable to any the Buyer and the Parent as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any the Buyer's ’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.