Common use of Application of Takeover Protections Clause in Contracts

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, 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 any of the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company 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 Charter or the laws of its state of incorporation Delaware General Corporation Law, as amended, that is or could become applicable to any of the Investors Investor as a result of the Investors Investor and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction DocumentsDocuments (as applicable), including, without limitation, as a result of the Company’s issuance of the Securities and the Investors’ Investor’s ownership of the Securities.

Application of Takeover Protections. The Company 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 Charter or the laws of its state the State of incorporation Delaware that is or could become applicable to any of the Investors Investor as a result of the Investors Investor and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction DocumentsDocuments (as applicable), including, without limitation, as a result of the Company’s issuance of the Securities and the Investors’ Investor’s ownership of the Securities.

Application of Takeover Protections. The Company and its Board of Directors have 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 Certificate of Incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Investors Buyers solely as a result of the Investors Buyers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, as a result of limitation the Company’s issuance of the Securities and the InvestorsBuyers’ ownership of the Securities.

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

Application of Takeover Protections. The Company and its the 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 certificate of incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the Investors’ Investor’s ownership of the Securities.

Application of Takeover Protections. The Company 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-anti takeover provision under the Company’s Articles of Incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, as a result of limitation the Company’s issuance of the Securities and the Investors’ Investor’s ownership of the Securities.

Application of Takeover Protections. The Company 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-anti takeover provision under the Company’s charter documents Certificate of Incorporation or the laws of its state of incorporation that is or could become applicable to any of the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, as a result of limitation the Company’s issuance of the Securities and the Investors’ Investor’s ownership of the Securities.

Application of Takeover Protections. The Company 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 Charter or the laws of its state of incorporation that is or could become applicable to any of the Investors Investor as a result of the Investors Investor and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction DocumentsDocuments (as applicable), including, without limitation, as a result of the Company’s issuance of the Securities Registrable Shares and the Investors’ Investor’s ownership of the SecuritiesRegistrable Shares.

Application of Takeover Protections. The Company 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 Certificate of Incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, as a result of limitation the Company’s issuance of the Securities and the Investors’ Investor’s ownership of the Securities.

Application of Takeover Protections. The Company and its the 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 's certificate of incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Investors as a result of the Investors Underwriters and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Investors’ Underwriters' ownership of the Securities.

Application of Takeover Protections. 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, 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 any of the Investors an Investor as a result of the Investors an Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including, without limitation, as a result of the Company’s issuance of the Securities and the Investors’ any Investor’s ownership of the Securities.

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

Application of Takeover Protections. The Company 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-anti takeover provision under the Company’s Certificate of Incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Investors Purchaser as a result of the Investors Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, as a result of limitation the Company’s issuance of the Securities and the Investors’ Purchaser’s ownership of the Securities.

Application of Takeover Protections. The Company 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 Charter or the laws of its state the State of incorporation Maryland that is or could become applicable to any of the Investors Investor as a result of the Investors Investor and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction DocumentsDocuments (as applicable), including, without limitation, as a result of the Company’s issuance of the Securities and the Investors’ Investor’s ownership of the Securities.

Application of Takeover Protections. The Company 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-anti takeover provision under the Company’s charter documents Articles of Incorporation or the laws of its state of incorporation that is or could become applicable to any of the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, as a result of limitation the Company’s issuance of the Securities and the Investors’ Investor’s ownership of the Securities.

Application of Takeover Protections. The Company and its Board of Directors have not 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 Certificate of Incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Investors Buyer as a result of the Investors Buyer and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the Investors’ Buyer’s ownership of the Securities.

Application of Takeover Protections. 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, 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 its incorporation that which is or could become applicable to any of the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Investors’ ' ownership of the Securities.

Application of Takeover Protections. The Company and its Board of Directors have 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 Certificate of Incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company and its the Board of Directors have 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 articles of incorporation or the laws of its state of incorporation that is or could become applicable to any of the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s 's issuance of the Securities Shares and the Investors’ ' ownership of the SecuritiesShares.

Application of Takeover Protections. The Company and its Board of Directors have 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 Certificate of Incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Investors’ ' ownership of the Securities.

Application of Takeover Protections. The Company 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 certificate of incorporation and bylaws or the laws of its state the State of incorporation Delaware that is or could become applicable to any of the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company and its the Board of Directors have taken all necessary action, if any, in order to render inapplicable exempt the Company’s issuance of the Securities and Investors’ ownership of the Securities from the provisions of 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 certificate of incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities this Agreement and the Investors’ ownership of transactions contemplated pursuant to the SecuritiesRegistration Statement.

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

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

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if anyany is available, 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 Certificate of Incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Investors Buyer as a result of the Investors Buyer and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, as a result limitation the Bontem’s sale of the Company’s issuance of the Transaction Securities and the Investors’ Buyer’s ownership of the Investor Securities.

Application of Takeover Protections. 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, 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 any of the Investors as a result of the Investors and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction DocumentsDocuments (as applicable), including, without limitation, as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company 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 certificate of incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, as a result of limitation the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, 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 any of the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company and its the 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 or the laws of its state certificate of incorporation (or similar charter documents) that is or could would become applicable to any of the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.

Application of Takeover Protections. 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-anti- takeover provision under the Company’s charter documents Certificate of Incorporation or the laws of its the state of its incorporation that which is or could become applicable to any of the Investors Investor as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Investors’ Investor's ownership of the Securities.

Application of Takeover Protections. 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-anti- takeover provision under the Company’s charter documents Certificate of Incorporation or the laws of its the state of its incorporation that which is or could become applicable to any of the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Investors’ ' ownership of the Securities.

Application of Takeover Protections. 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-anti- takeover provision under the Company’s charter documents Certificate of Incorporation or the laws of its the state of its incorporation that which is or could become applicable to any of the Investors Purchaser as a result of the Investors and transactions contemplated by the Company fulfilling their obligations or exercising their rights under the Transaction DocumentsInvestment Agreements, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Investors’ Purchaser's ownership of the Securities.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, 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 any of the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including, without limitation, as a result of the Company’s issuance of the Securities and the Investors’ Investor’s ownership of the Securities.

Application of Takeover Protections. 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 any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its state of incorporation that formation which is or could become applicable to any of the Investors Purchaser as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including, without limitation, as a result of the Company’s issuance of the Securities and the Investors’ any Purchaser’s ownership of the Securities.

Application of Takeover Protections. 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, 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 the laws of its the state of its incorporation that which is or could become applicable to any of the Investors Buyer as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including, without limitation, as a result of the Company’s issuance of the Securities and the Investors’ any Buyer’s ownership of the Securities.

Application of Takeover Protections. 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 any distribution under a pill, stockholder rights agreement) plan or other similar anti-takeover provision under the Company’s charter Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its state of incorporation that which is or could become applicable to any of the Investors Buyer as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including, without limitation, as a result of the Company’s issuance of the Securities and the Investors’ any Buyer’s ownership of the Securities.

Application of Takeover Protections. The Company and its the 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 formation documents (or similar charter documents documents) or the laws Laws of its state of incorporation that is or could become applicable to any of the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the Investors’ Investor’s ownership of the Securities.

Application of Takeover Protections. The Company 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 Certificate of Incorporation, the laws of the state of its incorporation or the laws of its any other state of incorporation that which is or could become applicable to any of the Investors Buyers as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Investors’ Buyers' ownership of the Securities.

Application of Takeover Protections. The Company and its the 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 anti‑takeover provision under the Company’s certificate of incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the Transaction Documentstransactions contemplated hereby, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company and its the 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 certificate of incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Investors as a result of the Investors and the Company fulfilling their its obligations or exercising their its rights under this Agreement and the Transaction DocumentsOffering, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, 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 any of the Investors Investor as a result of the Investors Investor and the Company fulfilling their respective obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the Investors’ Investor’s ownership of the Securities.

Application of Takeover Protections. The Company and its Board of Directors have 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 Certificate of Incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could would become applicable to any of the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, as a result of limitation the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. 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, 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 certificate of incorporation (or similar charter documents) that is or could become applicable to any of the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.

Application of Takeover Protections. The Company 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 its constating documents, the Company’s charter documents laws of the jurisdiction of its incorporation or the laws of its state of incorporation that any other jurisdiction which is or could become applicable to any of the Investors Purchasers as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including, without limitation, as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.

Application of Takeover Protections. The Company 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 Certificate of Incorporation, the laws of the state of its incorporation or the laws of its any other state of incorporation that which is or could become applicable to any of the Investors Buyers as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including, without limitation, as a result of the Company’s issuance of the Securities and the InvestorsBuyers’ ownership ownership, voting or disposition of the Securities.

Application of Takeover Protections. 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents Charter or the laws of its state of incorporation that is or could become applicable to any of the Investors Investor as a result of the Investors Investor and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction DocumentsDocuments (as applicable), including, without limitation, as a result of the Company’s issuance of the Securities and the Investors’ Investor’s ownership of the Securities.

Application of Takeover Protections. The Company 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 Charter Documents or the laws of its state of incorporation that is or could become applicable to any of the Investors each Purchaser as a result of the Investors such Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the Investors’ such Purchaser’s ownership of the Securities.

Application of Takeover Protections. 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, 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 the state of its incorporation that which is or could become applicable to any of the Investors Buyers as a result of the Investors Buyers and the Company fulfilling their obligations or exercising their rights under the Transaction DocumentsDocuments and the Articles of Amendment, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Investors’ Buyers' ownership of the Securities.

Application of Takeover Protections. The Company and its Board of Directors have 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 certificate of incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.

Application of Takeover Protections. 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, 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, the laws of the state of its incorporation or the laws of its any other state of incorporation that which is or could become applicable to any of the Investors Buyers as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including, without limitation, as a result of the Company’s issuance of the Securities and the InvestorsBuyers’ ownership of the Securities.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, 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 any of the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentshereunder, including, without limitation, as a result of the Company’s issuance of the Securities issuance, and the Investors’ ownership ownership, of the Securities.

Application of Takeover Protections. The Company and its the 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 certificate of incorporation (or similar charter documents documents) or the laws Laws of its state of incorporation that is or could become applicable to any of the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the Investors’ Investor’s ownership of the Securities.

Application of Takeover Protections. The Company and its the 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 certificate of incorporation or bylaws or the laws of its state of incorporation that is or could become applicable to any of the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and or Underlying Securities and/or the Investors’ ownership of the Securities or Underlying Securities.

Application of Takeover Protections. The Company 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 Articles of Incorporation, the laws of the state of its incorporation or the laws of its any other state of incorporation that which is or could become applicable to any of the Investors Buyers as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including, without limitation, as a result of the Company’s issuance of the Securities and the InvestorsBuyers’ ownership ownership, voting (to the extent applicable) or disposition of the Securities.

Application of Takeover Protections. The Company 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 certificate of incorporation or the laws of its state of incorporation that is or could become applicable to any of the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, as a result of limitation the Company’s 's issuance of the Securities and the Investors’ Purchasers' ownership of the Securities.

Application of Takeover Protections. The Company 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 Certificate of Incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Investors Vicis as a result of the Investors Vicis and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, as a result of limitation the Company’s issuance of the Securities and the Investors’ Vicis’s ownership of the Securities.

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

Application of Takeover Protections. The Company and its the 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 certificate of incorporation (or similar charter documents documents) or the laws of its state of incorporation that is would prevent the Purchasers or could become applicable to any of the Investors as a result of the Investors and the Company from fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.

Application of Takeover Protections. 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, 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 the laws of its the state of incorporation that its incorporation, other than Section 203 of the Delaware General Corporation Law, which is or could become applicable to any of the Investors Buyer as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including, without limitation, as a result of the Company’s issuance of the Securities and the Investors’ Buyer’s ownership of the Securities.

Application of Takeover Protections. 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 including, without limitation, any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents Organizational Documents or the laws of the jurisdiction of its state of incorporation that or otherwise which is or could become applicable to any of the Investors Buyer as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including, without limitation, as a result of the Company’s issuance of the Securities and the Investors’ any Buyer’s ownership of the Securities.

Application of Takeover Protections. 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, 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 the state of its incorporation that which is or could become applicable to any of the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction DocumentsDocuments and the Articles of Amendment, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Investors’ ' ownership of the Securities.

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

Application of Takeover Protections. The Company 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 Certificate of Incorporation or the laws of its state the State of incorporation that Nevada which is or could become applicable to any of the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Investors’ Purchasers' ownership of the Securities.

Application of Takeover Protections. The Company and its the 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 Organizational Documents or the laws of its state of incorporation that is or could become applicable to any of the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company 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-anti takeover provision under the Company’s 's Certificate of Incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, as a result of limitation the Company’s 's issuance of the Securities and the Investors’ Investor's ownership of the Securities.

Application of Takeover Protections. The Company 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 Charter or the laws of its state of incorporation that is or could become applicable to any of the Investors Buyers as a result of the Investors Buyers and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction Documentsthis Agreement, including, without limitation, as a result of the Company’s issuance of the Securities and the InvestorsBuyers’ ownership of the Securities.

Application of Takeover Protections. 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, 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 the laws of its the state of its incorporation that which is or could become applicable to any of the Investors Buyers as a result of the Investors Buyers and the Company fulfilling their obligations or exercising their rights under the Transaction DocumentsDocuments and the Certificate of Designations, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Investors’ Buyers' ownership of the Securities.

Application of Takeover Protections. The Company and its the 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 certificate of incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the ofthe Securities.

Application of Takeover Protections. The Company and its the 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 certificate of incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the Transaction Documentstransactions contemplated hereby, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company 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 Charter or the laws of its state the State of incorporation North Carolina that is or could become applicable to any of the Investors Investor as a result of the Investors Investor and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction DocumentsDocuments (as applicable), including, without limitation, as a result of the Company’s issuance of the Securities and the Investors’ Investor’s ownership of the Securities.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, 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 any of the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. 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, 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 Bylaws, the laws of its the state of incorporation its incorporation, the laws of any other state or otherwise that is or could become applicable to any of the Investors Purchasers as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Investors’ Purchasers' ownership of the Securities.Securities in their respective amounts set forth on Exhibit A.

Application of Takeover Protections. 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, 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, the laws of the state of its incorporation or the laws of its any other state of incorporation that which is or could become applicable to any of the Investors Buyers, and that would be adverse to Buyers, as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Investors’ Buyers' ownership of the Securities.

Application of Takeover Protections. The Company and its the 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 's certificate of incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s 's issuance of the Securities and the Investors’ Investor's ownership of the Securities.

Application of Takeover Protections. 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, 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 the laws of its the state of its incorporation that which is or could become applicable to any of the Investors Buyers as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Investors’ Buyers' ownership of the Securities.

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

Application of Takeover Protections. The Company and its the 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 certificate of incorporation or bylaws or the laws of its state of incorporation that is or could become applicable to any of the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and or Underlying Securities and/or the Investors’ ownership of the Securities or Underlying Securities.

Application of Takeover Protections. 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-anti- takeover provision under the Company’s charter documents Certificate of Incorporation or the laws of its the state of its incorporation that which is or could become applicable to any of the Investors Buyers as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Investors’ Buyers' ownership of the Securities.

Application of Takeover Protections. 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, 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 the laws of its the state of its incorporation that which is or could become applicable to any of the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Investors’ Investor's ownership of the Securities.

Application of Takeover Protections. The Company and its the 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-anti- takeover provision under the Company’s charter documents certificate of incorporation or bylaws or the laws of its state of incorporation that is or could become applicable to any of the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and and/or the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company 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 Certificate of Incorporation, the laws of the state of its incorporation or the laws of its any other state of incorporation that which is or could become applicable to any of the Investors Buyers as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including, without limitation, as a result of the Company’s issuance of the Securities and the InvestorsBuyers’ ownership ownership, voting or disposition of the Securities.

Application of Takeover Protections. The Company ----------------------------------- 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 's Articles of Incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, as a result of limitation the Company’s 's issuance of the Securities and the Investors’ ' ownership of the Securities.

Application of Takeover Protections. 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, 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, the laws of the state of its incorporation or the laws of its any other state of incorporation that which is or could become applicable to any of the Investors Buyers as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Investors’ Buyers' ownership of the Securities.

Application of Takeover Protections. The Company and its the 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-anti takeover provision under the Company’s certificate of incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Investors Xxxxx as a result of the Investors Xxxxx and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the Investors’ Isaac’s ownership of the Securities.

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

Application of Takeover Protections. 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, 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 the state of its incorporation that which is or could become applicable to any of the Investors Buyers as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Investors’ Buyer's ownership of the Securities.

Application of Takeover Protections. The Company 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 or the laws of its state of incorporation that is or could become applicable to any of the Investors Subscribers as a result of the Investors Subscribers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the InvestorsSubscribers’ ownership of the Securities.

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

Application of Takeover Protections. The Company and its the Board of Directors of the Company 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 xxxxxx r anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company 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 certificate of incorporation or the laws of its state of incorporation that is or could become applicable to any of the Investors Subscribers as a result of the Investors Subscribers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, as a result of limitation the Company’s issuance of the Securities and the InvestorsSubscribers’ ownership of the Securities.

Application of Takeover Protections. The Company and its Board of Directors have 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 Certificate of Incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Investors Buyers solely as a result of the Investors Buyers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, as a result of limitation the Company’s 's issuance of the Securities and the Investors’ Buyers' ownership of the Securities.

Application of Takeover Protections. The Company 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 Charter or the laws of its state of incorporation that is or could become applicable to any of the Investors Investor as a result of the Investors Investor and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction DocumentsDocuments (as applicable), including, without limitation, as a result of the Company’s issuance of the Securities and the Investors’ Investor’s ownership of the Securities.

Application of Takeover Protections. The Company and its Board of Directors have 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 Certificate of Incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Investors as a result of actions by the Investors and the Company fulfilling to fulfill their obligations or exercising exercise their rights under the Transaction Documents, including, including without limitation, as a result of limitation the Company’s 's issuance of the Securities and the Investors’ ' ownership of the Securities.

Application of Takeover Protections. The Company 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 Charter or the laws of its state the State of incorporation Nevada that is or could become applicable to any of the Investors Investor as a result of the Investors Investor and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction DocumentsDocuments (as applicable), including, without limitation, as a result of the Company’s issuance of the Securities and the Investors’ Investor’s ownership of the Securities.

Application of Takeover Protections. The Company 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 Charter or the laws of its state of incorporation that is or could become applicable to any of the Investors Investor as a result of the Investors Investor and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction Documentsthis Agreement, including, without limitation, as a result of the Company’s issuance of the Securities Shares and the Investors’ Investor’s ownership of the SecuritiesShares.

Application of Takeover Protections. The Company 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 certificate of incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. 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, 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 the laws of its the state of its incorporation that which is or could become applicable to any of the Investors Buyers as a result of the Investors Buyers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Investors’ Buyers' ownership of the Securities.

Application of Takeover Protections. The Company 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 Charter or the laws of its state of incorporation that is or could become applicable to any of the Investors as a result of the Investors and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction DocumentsDocuments (as applicable), including, without limitation, as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company 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 Charter or the federal laws of its state of incorporation Canada that is or could become applicable to any of the Investors Investor as a result of the Investors Investor and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction DocumentsDocuments (as applicable), including, without limitation, as a result of the Company’s issuance of the Securities and the Investors’ Investor’s ownership of the Securities.