Common use of Shareholders Rights Plan Clause in Contracts

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No claim will be made or enforced by the Company or or, to the knowledge of the Company, any other Person that any Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers. The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act.

Shareholders Rights Plan. No In the event that a shareholders rights plan is adopted by the Company, no claim will be made or enforced by the Company or any other Person that any Purchaser is an “Acquiring Person” under any shareholders rights the plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser way could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the PurchasersDocuments.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities Underlying Shares under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No claim will shall be made or enforced by the Company or any other Person person that any Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the this Agreement or any other Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No In the event that a shareholders rights plan is adopted by the Company, no claim will be made or enforced by the Company or any other Person that any Purchaser is an “Acquiring Person” under any shareholders rights such plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser way could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the PurchasersDocuments.

Shareholders Rights Plan. No claim will be made or enforced by the Company or or, to the knowledge of the Company, any other Person that any Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities Underlying Shares under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No claim will shall be made or enforced by the Company or any other Person person that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the this Agreement or any other Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any the Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the PurchasersSecurities.

Shareholders Rights Plan. No In the event that a shareholders rights plan is adopted by the Company, no claim will be made or enforced by the Company or any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights such plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser way could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the PurchasersDocuments.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any Purchaser is an “Acquiring Person” or any similar term under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Investor Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No claim will be made or enforced by the Company or or, to the knowledge of the Company, any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities Shares under the Transaction Documents or under any other agreement between the Company and the PurchasersDocuments.

Shareholders Rights Plan. No claim will be made or enforced by the Company or or, to the knowledge of the Company, any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the PurchasersPurchaser.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving the Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, in each case solely by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No claim will be made or enforced by the Company or or, to the knowledge of the Company, any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities Shares under the Transaction Documents or under any other agreement between Documents. The Company shall conduct its business in a manner so that it will not become subject to the Investment Company and the PurchasersAct.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any Purchaser is an “Acquiring Person” "acquiring person" under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No In the event that a shareholders rights plan is adopted by the Company, no claim will be made or enforced by the Company or any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights the plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could way would reasonably be expected to be deemed to trigger the provisions of any such plan or arrangement, solely by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the PurchasersDocuments.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any the Purchaser is an “Acquiring Person” or any similar term under any shareholders stockholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any the Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the PurchasersPurchaser.

Shareholders Rights Plan. No Except as set forth in the Disclosure Schedule, no claim will be made or enforced by the Company or or, to the knowledge of the Company, any other Person that any Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities Shares under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that (a) any Purchaser is an “Acquiring Personacquiring person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or (b) that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement; solely, in each case, by virtue of receiving Securities under the Transaction Documents or under any other agreement between by entering into the Company and the PurchasersTransaction Documents.

Shareholders Rights Plan. No claim will be made or enforced by the Company or or, to the knowledge of the Company, any other Person that any Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the PurchasersDocuments.

Shareholders Rights Plan. No claim will be made or enforced by the Company or company or, to the knowledge of the Company, any other Person that any Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by on the Companydate hereof, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the PurchasersDocuments.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.Purchaser. The Purchaser covenants with the Company as follows:

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities Shares or Underlying Shares under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, in each case solely by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the PurchasersPurchaser.

Shareholders Rights Plan. No claim will be made or enforced by the Company or or, to the knowledge of the Company, any other Person that any Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasersany Purchaser.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any a Purchaser is an “Acquiring Personacquiring person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any the Purchaser could be deemed to trigger the provisions of any such the plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the PurchasersPurchaser.

Shareholders Rights Plan. No In the event that a shareholders ------------------------ rights plan is adopted by the Company, no claim will be made or enforced by the Company or any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights such plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could way would reasonably be expected to be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the PurchasersDocuments.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person acting on the Company's behalf that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, solely by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No claim will be made or enforced has been made by the Company or or, to the knowledge of the Company, any other Person that any Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No claim will be made or enforced by the Company or or, to the knowledge of the Company, any other Person that any Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under any of the Transaction Documents or under any other agreement between Documents. The Company shall conduct its business in a manner so that it will not become subject to the Investment Company and the PurchasersAct.

Shareholders Rights Plan. No claim will shall be made or enforced by the Company or any other Person person that any the Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any the Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the this Agreement or any other Transaction Documents or under any other agreement between the Company and the PurchasersPurchaser.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person person that any Purchaser is Holders are an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser Holders could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Registrable Securities under the Transaction Documents Notes, Warrants or under any other agreement between the Company and the PurchasersHolders.

Shareholders Rights Plan. No claim will be made or enforced by the Company or or, to the knowledge of the Company, any other Person that any Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the PurchasersPurchasers in effect as of the date hereof.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities Shares, Warrants or Warrant Shares under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement the Company’s Shareholder Rights Plan as presently in effect or hereafter adopted by as it may be amended or replaced in the Company, future or that in any Purchaser way could be deemed to trigger the provisions of any such plan or arrangement, solely by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the PurchasersDocuments.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any the Purchaser is an “"Acquiring Person” " under any shareholders shareholder rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any the Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving purchasing the Securities under hereunder or the Transaction Documents or acquisition of any other securities of the Company under any other agreement arrangement between the Company and the PurchasersPurchaser.

Shareholders Rights Plan. No In the event that a shareholders rights plan is adopted by the Company, no claim will be made or enforced by the Company or any other Person that any the Purchaser is an “"Acquiring Person” " under any shareholders rights the plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser way could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the PurchasersDocuments.

Shareholders Rights Plan. No claim will shall be made or enforced by the Company or any director, officer, employee, representative or other Person person acting on behalf of the Company that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the this Agreement or any other Transaction Documents or under any other agreement between the Company and the PurchasersPurchaser.

Shareholders Rights Plan. No claim will shall be made or enforced by the Company Seller or any other Person person that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the CompanySeller, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction this Agreement or any Related Documents or under any other agreement between the Company Seller and the Purchasers.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, solely by virtue of receiving Securities Underlying Shares under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No claim will be made or enforced by the Company or or, to the knowledge of the Company, any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the PurchasersPurchaser.

Shareholders Rights Plan. No claim will be made or enforced by the ------------------------ Company or any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No claim will be made or enforced by the Company or or, on behalf of the Company, any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers. The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act.

Shareholders Rights Plan. No claim will be made or enforced by the Company or or, to the knowledge of the Company, any other Person that any Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities Shares under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No claim will be made or enforced by the Company or company or, to the knowledge of the Company, any other Person that any Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by on the Companydate hereof, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities Shares under the Transaction Documents or under any other agreement between the Company and the PurchasersDocuments.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.Purchaser. -15- US Dataworks, Inc. Convertible Debenture and Warrants Agreement October 2, 2003

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any the Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any the Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities Shares or Underlying Shares under the Transaction Documents or under any other agreement between the Company and the PurchasersPurchaser.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any Purchaser is an “"Acquiring Person” " under the Plan or in any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser way could be deemed to trigger the provisions of any such plan or arrangement, the Plan by virtue of receiving Securities under the Transaction Documents Documents. Each Purchaser other than those who are "Institutional Investors" under the Plan severally agree not to acquire in excess of 14.99% of the shares of Common Stock on any date while such Purchaser holds Warrants or under any other agreement between the Company and the PurchasersPreferred Shares.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Investor Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any Purchaser is an “Acquiring Personacquiring person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, solely by virtue of receiving the Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No In the event that a shareholders -------------------------- rights plan is adopted by the Company, no claim will be made or enforced by the Company or any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights such plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser way could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the PurchasersDocuments.

Shareholders Rights Plan. No Assuming the accuracy of the representations and warranties of the Purchasers contained herein, no claim will be made or enforced by the Company or any other Person that any Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No In the event that a shareholders rights plan is adopted by the Company, no claim will be made or enforced by the Company or any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights the plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser way could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities Shares under the Transaction Documents or under any other agreement between the Company and the PurchasersDocuments.

Shareholders Rights Plan. No claim will be made or enforced by the Company Company, any Subsidiary or any other Person that any Purchaser is an “Acquiring Person” or any similar term under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, any Subsidiary or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities Underlying Shares under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any the Purchaser is an “Acquiring Person” under any shareholders shareholder rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any the Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving purchasing the Securities under hereunder or the Transaction Documents or acquisition of any other securities of the Company under any other agreement arrangement between the Company and the PurchasersPurchaser.

Shareholders Rights Plan. No claim will be made or enforced by the Company or or, to the knowledge of the Company, any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the PurchasersPurchaser.

Shareholders Rights Plan. No claim will be made or enforced by the Company or or, to the knowledge of the Company, any other Person that any Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities Shares under the Transaction Documents or under any other agreement between the Company and the Purchasers. The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act.

Shareholders Rights Plan. No claim will be made or enforced by the Company or or, to the knowledge of the Company, any other Person that any the Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers. The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any the Purchaser is an “Acquiring Person” "acquiring person" under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any the Purchaser could be deemed to trigger the provisions of any such the plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the PurchasersPurchaser.

Shareholders Rights Plan. No claim will be made or enforced by ------------------------ the Company or any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No claim will be made or enforced by the Company or or, to the knowledge of the Company, any other Person that any Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could would be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers. The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities Shares under the Transaction Documents or under any other agreement between the Company and the PurchasersPurchaser. The Purchaser covenants with the Company as follows: Section 3.16.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person Affiliate of the Company that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect as of the date hereof (if any) or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, solely by virtue of receiving Securities Underlying Shares under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No Except as set forth in the Disclosure Schedule, no claim will be made or enforced by the Company or or, to the knowledge of the Company, any other Person that any the Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any the Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the PurchasersPurchaser.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the CompanyCompany (excluding any rights which may exist under Minnesota corporate statutes), or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving the Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No claim will be made or enforced has been made by the Company or or, to the knowledge of the Company, any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No claim will be made or enforced by the -------------------------- Company or any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving the Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No claim will shall be made or enforced by the Company or any other Person person that any Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities Notes under the this Agreement or any other Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No claim will be made or enforced by Company or, to the Company or extent controlled by the Company, any other Person that any Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities Shares under the Transaction Documents or under any other agreement between the Company and the PurchasersPurchaser.

Shareholders Rights Plan. No claim will be made or enforced by the Company Company, any Subsidiary or any other Person that any Purchaser is an “Acquiring Person” or any similar term under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, any Subsidiary or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Underlying Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No claim will shall be made or enforced by the Company or any other Person person that any the Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any the Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the this Agreement or any other Transaction Documents or under any other agreement between the Company and the PurchasersPurchaser.

Shareholders Rights Plan. No claim will shall be made or enforced by the Company or any director, officer, employee, representative or other Person person acting on behalf of the Company that any Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the this Agreement or any other Transaction Documents or under any other agreement between the Company and the PurchasersPurchaser.

Shareholders Rights Plan. No claim will shall be made or enforced by the Company or any other Person that any Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities Securities, Redemption Preferred Stock or Redemption Shares under the this Agreement, a Redemption Certificate or any other Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No claim will be made or enforced has been made by the Company or or, to the knowledge of the Company, any other Person that any Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.. 4.6

Shareholders Rights Plan. No In the event that a shareholders ------------------------ rights plan is adopted by the Company, no claim will be made or enforced by the Company or any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights the plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser way could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the PurchasersDocuments.

Shareholders Rights Plan. No In the event that a shareholders rights plan is adopted by the Company, no claim will be made or enforced by the Company or any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights such plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser way could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities Shares or Underlying Shares under the Transaction Documents or under any other agreement between the Company and the PurchasersDocuments.

Shareholders Rights Plan. No claim will be made or enforced by the Company or or, with the consent of the Company, any other Person that any Purchaser Buyer is an “Acquiring Personacquiring person” or similar designation under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser Buyer could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities Shares under the Transaction Documents or under any other agreement between the Company and the PurchasersBuyers.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement presently in effect or hereafter adopted by the Companyeffect, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Investor Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No claim will be made or enforced by Company or, to the Company or knowledge of Company, any other Person that any Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities Shares or Underlying Shares under the Transaction Documents or under any other agreement between the Company and the Purchasers.Documents

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities Conversion Shares under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No In the event that a shareholders rights plan is adopted by the Company, no claim will be made or enforced by the Company or any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights such plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser way could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities Underlying Shares under the Transaction Documents or under any other agreement between the Company and the PurchasersDocuments.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any Purchaser Holder is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser Holder could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities exercising Warrants under the Transaction Documents or under any other agreement between the Company and the Purchasersthis Agreement.

Shareholders Rights Plan. No claim will shall be made or enforced by the Company or any director, officer, employee, representative or other Person person acting on behalf of the Company that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the this Agreement or any other Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities Shares under the Transaction Documents or under any other agreement between the Company and the PurchasersPurchaser.

Shareholders Rights Plan. No claim will be made or enforced by the Company or or, to the knowledge of the Company, any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the PurchasersPurchaser. The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act.

Shareholders Rights Plan. No claim will be made or enforced by the Company or to the knowledge of the Company, any other Person that any Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the PurchasersPurchaser. The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act.

Shareholders Rights Plan. No In the event that a shareholders rights plan is adopted by the Company, no claim will be made or enforced by the Company or any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights the plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser way could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the PurchasersDocuments.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities Shares under the Transaction Documents or under any other agreement between the Company and the Purchasers.

Shareholders Rights Plan. No claim will shall be made or enforced by the Company or any other Person person that any Purchaser Buyer is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement currently in effect or hereafter adopted by the Company, or that any Purchaser Buyer could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the this Agreement or any other Transaction Documents or under any other agreement between the Company and the PurchasersBuyers.

Shareholders Rights Plan. No claim will be made or enforced by the Company or company or, to the knowledge of the Company, any other Person that any Purchaser is an “"Acquiring Person” " under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by on the Companydate hereof, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the PurchasersDocuments.

Shareholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, in each case solely by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.. 4.6

Shareholders Rights Plan. No claim will be made or enforced by the Company or or, to the knowledge of the Company, any other Person that any Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under this Agreement. The Company shall conduct its business in a manner so that it will not become subject to the Transaction Documents or under any other agreement between the Investment Company and the PurchasersAct.