Common use of Preemptive and Similar Rights Clause in Contracts

Preemptive and Similar Rights. The holders of the common stock have no preemptive or similar rights. Redemption/Put Rights. There are no redemption or sinking fund provisions applicable to the common stock. All of the outstanding shares of our common stock are fully-paid and nonassessable. Transfer Agent and Registrar The transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company, LLC. Preferred Stock We are authorized to issue up to 10,000,000 shares of preferred stock, all of which are undesignated. Our board of directors has the authority, within the limitations and restrictions prescribed by law and without stockholder approval, to provide by resolution for the issuance of shares of preferred stock, and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference and the number of shares constituting any series of the designation of such series, by delivering an appropriate certificate of amendment to our amended and restated certificate of incorporation to the Delaware Secretary of State pursuant to the Delaware General Corporation Law (the “DGCL”). The issuance of preferred stock could have the effect of decreasing the market price of the common stock, impeding or delaying a possible takeover and adversely affecting the voting and other rights of the holders of our common stock. If we offer a specific series of preferred stock under this prospectus, we will describe the terms of the preferred stock in the prospectus supplement for such offering and will file a copy of the certificate establishing the terms of the preferred stock with the SEC. To the extent required, this description will include: ● the title and stated value; ● the number of shares offered, the liquidation preference per share and the purchase price; ● the dividend rate(s), period(s) and/or payment date(s), or method(s) of calculation for such dividends; ● whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; ● the procedures for any auction and remarketing, if any; ● the provisions for a sinking fund, if any; ● the provisions for redemption, if applicable; ● any listing of the preferred stock on any securities exchange or market; ● whether the preferred stock will be convertible into our common stock, and, if applicable, the conversion price (or how it will be calculated) and conversion period; ● whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price (or how it will be calculated) and exchange period; ● voting rights, if any, of the preferred stock; ● a discussion of any material and/or special U.S. federal income tax considerations applicable to the preferred stock; ● the relative ranking and preferences of the preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of the affairs of Xxxxxx; and ● any material limitations on issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of Xxxxxx.

Preemptive and Similar Rights. The holders of the common stock have no preemptive or similar rights. Redemption/Put Rights. There are no redemption or sinking fund provisions applicable to the common stock. All of the outstanding shares of our common stock are fully-paid and nonassessable. Transfer Agent and Registrar The transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company, LLC. Preferred Stock We are authorized to issue up to 10,000,000 shares of preferred stock, all of which are undesignated. Our board of directors has the authority, within the limitations and restrictions prescribed by law and without stockholder approval, to provide by resolution for the issuance of shares of preferred stock, and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference and the number of shares constituting any series of the designation of such series, by delivering an appropriate certificate of amendment to our amended and restated certificate of incorporation to the Delaware Secretary of State pursuant to the Delaware General Corporation Law (Law, or the “DGCL”). The issuance of preferred stock could have the effect of decreasing the market price of the common stock, impeding or delaying a possible takeover and adversely affecting the voting and other rights of the holders of our common stock. If we offer a specific series of preferred stock under this prospectus, we will describe the terms of the preferred stock in the prospectus supplement for such offering and will file a copy of the certificate establishing the terms of the preferred stock with the SEC. To the extent required, this description will include: ● the title and stated value; ● the number of shares offered, the liquidation preference per share and the purchase price; ● the dividend rate(s), period(s) and/or payment date(s), or method(s) of calculation for such dividends; ● whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; ● the procedures for any auction and remarketing, if any; ● the provisions for a sinking fund, if any; ● the provisions for redemption, if applicable; ● any listing of the preferred stock on any securities exchange or market; ● whether the preferred stock will be convertible into our common stock, and, if applicable, the conversion price (or how it will be calculated) and conversion period; ● whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price (or how it will be calculated) and exchange period; ● voting rights, if any, of the preferred stock; ● a discussion of any material and/or special U.S. federal income tax considerations applicable to the preferred stock; ● the relative ranking and preferences of the preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of the affairs of Xxxxxxour affairs; and ● any material limitations on issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of Xxxxxxour affairs.

Preemptive and Similar Rights. The holders of the our common stock have no preemptive or similar rights. Redemption/Put Rights. There are no redemption or sinking fund provisions applicable to the common stock. All of the outstanding shares of our common stock are fully-paid and nonassessable. Transfer Agent and Registrar The transfer agent and registrar for our common stock is Continental Stock Transfer & Trust CompanyVStock Transfer, LLC. Preferred Stock DESCRIPTION OF PREFERRED STOCK We are authorized to issue up to 10,000,000 shares of preferred stock, all par value $0.0001 per share, (of which are undesignated8,000 shares have been designated as Series B Preferred Stock, 4,552 of which remain issued and outstanding) with such designations, rights, and preferences as may be determined from time to time by our Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights that could adversely affect the voting power or other rights of the holders of our common stock. The issuance of preferred stock could have the effect of restricting dividends on our common stock, diluting the voting power of our common stock, impairing the liquidation rights of our common stock, or delaying or preventing a change in control of our company, all without further action by our stockholders. Our board of directors has the authority, within the limitations and restrictions prescribed by law and without stockholder approval, to provide by resolution for the issuance of shares of preferred stock, and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference and the number of shares constituting any series of the designation of such series, by delivering an appropriate certificate of amendment to our amended and restated certificate of incorporation to the Delaware Secretary of State pursuant to the Delaware General Corporation Law (the “DGCL”). The issuance of preferred stock could have the effect of decreasing the market price of the common stock, impeding or delaying a possible takeover and adversely affecting the voting and other rights of the holders of our common stock. If we offer a specific series of preferred stock under this prospectus, we will describe the terms of the preferred stock in the prospectus supplement for such offering and will file a copy of the certificate establishing the terms of the preferred stock with the SEC. To the extent required, this description will include: ● the title and stated value; ● the number of shares offered, the liquidation preference per share and the purchase price; ● the dividend rate(s), period(s) and/or payment date(s), or method(s) of calculation for such dividends; ● whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; ● the procedures for any auction and remarketing, if any; ● the provisions for a sinking fund, if any; ● the provisions for redemption, if applicable; ● any listing of the preferred stock on any securities exchange or market; ● whether the preferred stock will be convertible into our common stock, and, if applicable, the conversion price (or how it will be calculated) and conversion period; ● whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price (or how it will be calculated) and exchange period; ● voting rights, if any, of the preferred stock; ● a discussion of any material and/or special U.S. federal income tax considerations applicable to the preferred stock; ● the relative ranking and preferences of the preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of the affairs of XxxxxxMatinas; and ● any material limitations on issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of XxxxxxMatinas.