Common use of Application of Takeover Protections Clause in Contracts

Application of Takeover Protections. The Company and 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, as amended (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 issuance of the Shares and the Purchasers’ ownership of the Shares.

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

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

Application of Takeover Protections. The Company Purchaser and the Board its 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 CompanyPurchaser’s articles Articles of incorporation, as amended Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers and transactions under this Agreement or the Company fulfilling their obligations or exercising their exercise of any rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Shares and the Purchasers’ ownership of the Sharespursuant to this Agreement.

Application of Takeover Protections. The Company and the 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 Certificate of incorporation, as amended Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser 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 Shares and the Purchasers’ Purchaser’s ownership of the Shares.

Application of Takeover Protections. The Company and 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 certificate of incorporation, as amended incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser 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 Shares and Warrants and the Purchasers’ Purchaser’s ownership of the SharesShares and Warrants.

Application of Takeover Protections. The Company and 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 certificate of incorporation, as amended incorporation (or similar charter documents) or the laws of its state of incorporation that is or could would reasonably be likely to become applicable to the Purchasers as a result of the 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 issuance of the Shares Securities and the Purchasers’ ownership of the SharesSecurities.

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

Application of Takeover Protections. The Company and the its Board of Directors will, as of the Closing Date, 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, as amended (or similar charter documents) Charter or the laws of its state of incorporation that is or could become applicable to the Purchasers Investor as a result of the Purchasers Investor and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction DocumentsDocuments (as applicable), including including, without limitation limitation, as a result of the Company’s issuance of the Shares and the Purchasers’ Investor’s ownership of the Shares.

Application of Takeover Protections. The Company and the 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 articles 's Certificate of incorporation, as amended Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 Shares Transaction Securities and the Purchasers’ ' ownership of the SharesInvestor Securities.

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

Application of Takeover Protections. The Company and the its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested shareholder, business combination, poison pill (including including, without limitation, any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles Memorandum and Articles of incorporation, as amended (Association or similar charter documents) other organizational documents or the laws of its state of incorporation that Cayman Islands which is or could become applicable to the Purchasers Purchaser as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation as a result of limitation, the Company’s issuance of the Purchased Shares and the Purchasers’ Purchaser’s ownership of the Purchased Shares. 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. The Except as set forth on Schedule 3.1(x), the Company and 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 certificate of incorporation, as amended incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 issuance of the Shares Securities and the Purchasers’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company and the 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 Certificate of incorporation, as amended Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement and the Transaction DocumentsPurchased Warrants, including without limitation as a result of the Company’s issuance of the Shares Purchased Securities and the Purchasers’ ownership of the SharesPurchased Securities.

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

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

Application of Takeover Protections. The Except as set forth on Schedule 3.1(y), the Company and 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 certificate of incorporation, as amended incorporation (or similar charter documents) or the laws of its state of incorporation that is or could would become applicable to the Purchasers as a result of the 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 issuance of the Shares Securities and the Purchasers’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company and 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 articles of incorporation, as amended (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 issuance of the Shares Securities and the Purchasers’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company and the 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 Certificate of incorporation, as amended Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 issuance of the Subscription Shares and the Purchasers’ ownership of the Subscription Shares.

Application of Takeover Protections. The Company and 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 Certificate of incorporation, as amended Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 issuance of the Shares and the Purchasers’ ownership of the Shares.

Application of Takeover Protections. The Company and the 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 Articles of incorporation, as amended Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Buyers as a result of the Purchasers Buyers 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 Purchased Shares and the PurchasersBuyers’ ownership of the Purchased Shares.

Application of Takeover Protections. The Company and 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 anti-takeover provision under the Company’s articles certificate of incorporation, as amended incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser 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 Shares Securities and the Purchasers’ Purchaser’s ownership of the SharesSecurities.

Application of Takeover Protections. The Company Buyer and the Board of Directors of Buyer 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 antitakeover provision under the CompanyBuyer’s articles certificate of incorporation, as amended incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Seller as a result of the Purchasers Seller and the Company Buyer fulfilling their obligations or exercising their rights under the Transaction this Agreement and the Related Documents, including without limitation as a result of the CompanyBuyer’s issuance of the Stock Consideration Shares and the Purchasers’ Seller’s ownership of the Stock Consideration Shares.

Application of Takeover Protections. The Company Each Borrower and the 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 respective Certificates of incorporation, as amended Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Lender as a result of the Purchasers Lender and the Company Borrowers fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Shares Warrant and the Purchasers’ Lender’s ownership of the SharesWarrant.

Application of Takeover Protections. The Company and the Board of Directors have have, to their knowledge, 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 incorporation, as amended association (or similar charter documents) or the laws of its state jurisdiction of incorporation that is or could become applicable to the Purchasers as a result of the 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 issuance of the Shares Securities and the Purchasers’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company and the 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 or articles of incorporation, as amended bylaws (or similar other organizational or charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 issuance of the Shares and the Purchasers’ ownership of the Shares.

Application of Takeover Protections. The Company and the 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, as amended Charter (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser 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 Preferred Shares and Conversion Shares and the PurchasersPurchaser’ ownership of the Preferred Shares and Conversion Shares.

Application of Takeover Protections. The Except as disclosed on Schedule 3.1(y), the Company and 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 certificate of incorporation, as amended incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 issuance of the Shares Securities and the Purchasers’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company Buyer and the 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 CompanyBuyer’s articles certificate of incorporation, as amended (bylaws or similar charter documents) other organizational documents or the laws of its state of incorporation (including Section 203 of the Delaware General Corporation Law) that is or could become applicable to the Purchasers Seller as a result of the Purchasers Seller and the Company Buyer fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including without limitation as a result of the CompanyBuyer’s issuance of the Shares and the Purchasers’ Seller’s ownership of the Shares.

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

Application of Takeover Protections. The Subject to the Required Approvals, the Company and 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 certificate of incorporation, as amended incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 issuance of the Shares Securities and the Purchasers’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company and the 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, as amended (or similar charter documents) Charter Documents or the laws of its state of incorporation (including Section 203 of the Delaware General Corporation Law) that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers such Purchaser 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 Shares and the Purchasers’ Purchaser’s ownership of the Shares.

Application of Takeover Protections. The Company Purchaser and the Board its 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 articles Purchaser's Articles of incorporation, as amended Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers and transactions under this Agreement or the Company fulfilling their obligations or exercising their exercise of any rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Shares and the Purchasers’ ownership of the Sharespursuant to this Agreement.

Application of Takeover Protections. The Company and 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 articles of incorporation, as amended incorporation (or similar charter documents) or the laws of its state jurisdiction of incorporation that is or could become applicable to the Purchasers as a result of the 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 issuance of the Shares and the Purchasers’ ownership of the Shares.

Application of Takeover Protections. The Company and the 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 Certificate of incorporation, as amended Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Investors or shareholders of the Company prior to the Closing Date as a result of the Purchasers 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 Shares and the PurchasersInvestors’ ownership of the Shares.

Application of Takeover Protections. The Company and 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 memorandum and articles of association, certificate of incorporation, as amended (or similar charter documents) documents or the laws of its state jurisdiction of incorporation that is or could become applicable to the Purchasers as a result of the 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 issuance of the Shares Securities and the Purchasers’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company and the 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 Certificate of incorporation, as amended Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 issuance of the Shares and Securities, the Purchasers’ ownership of the SharesSecurities or the Exchange.

Application of Takeover Protections. The Company and the 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 Certificate of incorporation, as amended Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers or shareholders of the Company prior to the Closing Date as a result of the 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 issuance of the Shares Securities and the Purchasers’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company and the Board of Directors (or a duly authorized committee thereof) 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 certificate of incorporation, as amended incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 issuance of the Shares Securities and the Purchasers’ ownership of the SharesSecurities.

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

Application of Takeover Protections. The Company and 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 certificate of incorporation, as amended incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers 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 Preferred Shares and the Purchasers’ Purchaser’s ownership of the Preferred Shares.

Application of Takeover Protections. The Company and the 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 's Certificate of incorporation, as amended Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 Shares Securities and the Purchasers’ ' ownership of the SharesSecurities.

Application of Takeover Protections. The Company and the Board its 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 certificate or articles of incorporation, as amended bylaws (or similar other organizational or charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 issuance of the Shares and the Purchasers’ ownership of the Shares.

Application of Takeover Protections. The Company and the 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 Certificate of incorporation, as amended Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 Shares Securities and the Purchasers’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company and the 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 agreementthe Company’s Rights Agreement, dated as of December 13, 2021, between the Company and Computershare Trust Company, N.A., as Rights Agent, as subsequently amended) or other similar anti-takeover provision under the Company’s articles of incorporation, as amended (or similar charter documents) Charter Documents or the laws of its state of incorporation that is or could become applicable to the Purchasers each Purchaser as a result of the Purchasers such Purchaser 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 Purchased Shares and the Purchasers’ such Purchaser’s ownership of the Purchased Shares.

Application of Takeover Protections. The Company and 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 certificate of incorporation, as amended incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 issuance of the Shares Securities and the Warrant Shares, and the Purchasers’ ownership of the Securities and Warrant Shares.

Application of Takeover Protections. The Company and the 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 's Certificate of incorporation, as amended Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser 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 Shares and the Purchasers’ Purchaser's ownership of the Shares.

Application of Takeover Protections. The Company and 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 certificate of incorporation, as amended incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 issuance of the Shares Purchase Warrants and the Purchasers’ ownership of the Purchase Warrants or the Underlying Shares.

Application of Takeover Protections. The Company and 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 certificate of incorporation, as amended incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser 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 Acquired Securities and the Warrant Shares and the Purchasers’ Purchaser’s ownership of the Acquired Securities and the Warrant Shares.

Application of Takeover Protections. The Company and the 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 Certificate of incorporation, as amended Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 issuance of the Shares and Warrants and the Purchasers’ ownership of the SharesShares and Warrants.

Application of Takeover Protections. The Except as set forth in Schedule 3.1(y), the Company and 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 certificate of incorporation, as amended incorporation (or similar charter documents) or the laws of its state of incorporation that is or could would become applicable to the Purchasers as a result of the 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 issuance of the Shares Securities and the Purchasers’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company and 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 certificate of incorporation, as amended incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsdocuments executed in accordance with this Subscription Agreement, including without limitation as a result of the Company’s issuance of the Shares Securities and the Purchasers’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company and the Board of Directors have taken or will take prior to closing 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 certificate of incorporation, as amended incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers solely as a result of the 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 issuance of the Shares and the Purchasers’ ownership of the Shares.

Application of Takeover Protections. The Company and 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 certificate of incorporation, as amended incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Shares and the Purchasers’ Purchaser’s ownership of the Shares. Such provisions are set forth in full in Schedule 3.1(w) and are the sole such provisions applicable to the Company and its shareholders.

Application of Takeover Protections. The Company and the Board of Directors Directors, if necessary, 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 articles certificate of incorporation, as amended incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 issuance of the Shares Securities and the Purchasers’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company and the 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 's Certificate of incorporation, as amended Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Investors as a result of the Purchasers 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 Shares and the Purchasers’ Warrants, and the issuance of the Warrant Shares upon exercise of the Warrants, and the Investors' ownership of the SharesShares and the Warrants.

Application of Takeover Protections. The Company and the 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, as amended Articles (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 issuance of the Preferred Shares and the Purchasers’ ownership of the Preferred Shares.

Application of Takeover Protections. The Except as set forth on Schedule 3.1(p), the Company and 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 certificate of incorporation, as amended incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 issuance of the Shares and the Purchasers’ ownership of the Shares.

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

Application of Takeover Protections. The Company and the 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 's Certificate of incorporation, as amended Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 Shares and the Purchasers’ ' ownership of the Shares.

Application of Takeover Protections. The Company and the 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 Certificate of incorporation, as amended Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser 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 Shares and the PurchasersPurchaser’ ownership of the Shares.

Application of Takeover Protections. The Company and the 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 's Certificate of incorporation, as amended Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 's issuance of the Shares Securities and the Purchasers’ ' ownership of the SharesSecurities.

Application of Takeover Protections. The Company and the 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 's Certificate of incorporation, as amended Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 Shares and Warrants and the Purchasers' ownership of the Shares and the Purchasers’ ownership of the SharesWarrants.

Application of Takeover Protections. The Company and the Board of Directors have taken or will take 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 certificate of incorporation, as amended incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers solely as a result of the 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 issuance of the Shares Securities and the Purchasers’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company and 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, as amended (or similar charter documents) or constating documents and by-laws and the laws of its state jurisdiction of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser 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 Shares Debentures and the Purchasers’ Purchaser’s ownership of the SharesDebentures. The Company has not adopted a shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Shares or a change in control of the Company.

Application of Takeover Protections. The Company and 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 Certificate of incorporation, as amended Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 issuance of the Shares and the Purchasers’ ownership of the Shares.

Application of Takeover Protections. The Company and 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 certificate of incorporation, as amended incorporation (or similar charter documents) or the laws of its state of incorporation or federal laws in the U.S. that is or could become applicable to the Purchasers Parent as a result of the Purchasers Parent 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 Shares Purchased Stock and the Purchasers’ Parent’s ownership of the SharesPurchased Stock.

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

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

Application of Takeover Protections. The Company and 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 certificate of incorporation, as amended incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers 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 Common Shares and the Purchasers’ Purchaser’s ownership of the Common Shares.

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

Application of Takeover Protections. The Company and 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 certificate of incorporation, as amended (or similar charter documents) bylaws or the laws of its state the State of incorporation Delaware that is or could become applicable to the Purchasers as a result of the 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 issuance of the Shares and the Purchasers’ ownership of the Shares.

Application of Takeover Protections. The Company and 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 certificate of incorporation, as amended incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser 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 Shares and the Purchasers’ Purchaser’s ownership of the Shares.Shares pursuant to the terms of this Agreement (but excluding the acquisition of, or the right to acquire, by the Purchaser the beneficial ownership of any other shares of the Company’s Common Stock other than pursuant to the terms and conditions of this Agreement)..

Application of Takeover Protections. The Company and the Board of Directors Subsidiaries 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 or the Subsidiaries’ Articles of incorporation, as amended Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Investors as a result of the Purchasers 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 Shares and the PurchasersInvestors’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company and the 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 's Certificate of incorporation, as amended Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 Shares Securities and the Purchasers’ ' ownership of the SharesSecurities.

Application of Takeover Protections. The Company and 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, as amended (or similar charter documents) ), or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 issuance of the Shares and the Purchasers’ ownership of the Shares.

Application of Takeover Protections. The Except as set forth in Schedule 3.1(dd), the Company and the 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, as amended (or similar charter documents) documents or the laws of its state of incorporation that is or could reasonably be expected to become applicable to any of the Purchasers as a result of the 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 issuance of the Shares and the Purchasers’ ownership of the Shares.

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

Application of Takeover Protections. The Company and the Company's 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 's certificate of incorporation, as amended incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Buyer as a result of the Purchasers Buyer's 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 's issuance of the Shares and the Purchasers’ Buyer's ownership of the Shares.

Application of Takeover Protections. The Company and 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 articles of incorporation, as amended Charter (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 issuance of the Shares Securities and the Purchasers’ ownership of the Securities, the Shares and the Warrant Shares.

Application of Takeover Protections. The Company and 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) pill, or other similar anti-anti takeover provision under the Company’s amended and restated articles of incorporation, as amended from time to time (or similar charter documents) ), or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 Shares and the Purchasers’ ownership of the Shares.

Application of Takeover Protections. The Except as provided in the SEC Reports, the Company and 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, as amended incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction Documents, including without limitation limitation, as a result of the Company’s issuance of the Shares and the Purchasers’ ownership of the Shares.

Application of Takeover Protections. The Acquiror Company and the 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 Acquiror Company’s articles of incorporation, as amended incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Company Shareholders as a result of the Purchasers Company Shareholders and the Acquiror Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including without limitation as a result of the Acquiror Company’s issuance of the Acquiror Company Shares and the PurchasersCompany Shareholders’ ownership of the Acquiror Company Shares.

Application of Takeover Protections. The Company and the 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 's Certificate of incorporation, as amended Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 Shares Debentures and the Purchasers’ ' ownership of the SharesDebentures.

Application of Takeover Protections. The Company and the 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, as amended Certificate (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 issuance of the Preferred Shares, the Warrants or the Conversion Shares and the Purchasers’ ownership of the Preferred Shares, the Warrants and the Conversion Shares.

Application of Takeover Protections. The Company and 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 certificate of incorporation, as amended incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 issuance of the Shares and Warrants and the Purchasers’ ownership of the SharesShares and Warrants.

Application of Takeover Protections. The Company and the ----------------------------------- 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 's Certificate of incorporation, as amended Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 Shares Securities and the Purchasers’ ' ownership of the SharesSecurities.

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

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

Application of Takeover Protections. The Company and the 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, as amended (or similar charter documents) Charter Documents or the laws of its state of incorporation (including Section 203 of the Delaware General Corporation Law) that is or could become applicable to the Purchasers each Purchaser as a result of the Purchasers such Purchaser 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 Shares Warrants and the Purchasers’ such Purchaser’s ownership of the SharesWarrants.

Application of Takeover Protections. The Company and the Board its -------------------------------------- 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 articles of incorporation, as amended (or similar 's charter documents) documents or the laws of its state of incorporation that is or could reasonably be expected to become applicable to any of the Purchasers as a result of the 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 Shares and the Purchasers’ ' ownership of the Shares.

Application of Takeover Protections. The Company and the 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 Certificate of incorporation, as amended Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under this Agreement or the Transaction Documents, including without limitation as a result of the Company’s issuance Sellers’ sale of the Shares and the Purchasers’ Purchaser’s ownership of the such Shares.

Application of Takeover Protections. The Company and the 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, as amended Company Charter (or similar charter documents) or the laws of its state of incorporation or any agreement to which the Company is a party that is or could become applicable to the Purchasers as a result of the 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 issuance of the Shares and the Purchasers’ ownership of the Shares.

Application of Takeover Protections. The Company and the 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 Certificate of incorporation, as amended Incorporation (or similar charter documents) or the laws of its state of incorporation or any agreement to which the Company is a party that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser 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 Purchased Shares and the PurchasersPurchaser’ ownership of the Purchased Shares.

Application of Takeover Protections. The Company and the 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 certificate or articles of incorporation, as amended bylaws (or similar other organizational or charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 Shares and the Purchasers’ ' ownership of the Shares.

Application of Takeover Protections. The Company and 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 articles of incorporation, as amended association (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the 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 issuance of the Shares and the Purchasers’ ownership of the Shares.

Application of Takeover Protections. The Company and 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 articles certificate of incorporation, as amended incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers 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 Shares and the Purchasers’ Purchaser’s ownership of the Shares.

Application of Takeover Protections. The Company and the 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 's Certificate of incorporation, as amended Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could would become applicable to the Purchasers as a result of the 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 Shares and the Purchasers’ ownership of the Shares.

Application of Takeover Protections. The Company and 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 Articles of incorporation, as amended (or similar charter documents) Association or the laws of its state of incorporation France, to the extent such provision exists or is applicable, that is or could become applicable to the Purchasers as a result of the 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 issuance of the Shares and the Purchasers’ ownership of the Shares.

Application of Takeover Protections. The Company and the 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 Certificate of incorporation, as amended Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Investors as a result of the Purchasers 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 Shares and the PurchasersInvestors’ ownership of the Shares, the Investor Warrants or the Warrant Shares.