Common use of Undesignated Preferred Stock Clause in Contracts

Undesignated Preferred Stock. Our board of directors has the ability to designate and issue Preferred Stock with voting or other rights or preferences that could deter hostile takeovers or delay changes in our control or management. Limits on Ability of Stockholders to Act by Written Consent or Call a Special Meeting Our certificate of incorporation provides that our stockholders may not act by written consent. This limit on the ability of stockholders to act by written consent may lengthen the amount of time required to take stockholder actions. As a result, the holders of a majority of our capital stock are not able to amend the amended and restated bylaws or remove directors without holding a meeting of stockholders called in accordance with the amended and restated bylaws. In addition, our certificate of incorporation and amended and restated bylaws provide that special meetings of the stockholders may be called only by our board of directors, the chairperson of our board of directors, our chief executive officer or our president. A stockholder may not call a special meeting, which may delay the ability of our stockholders to force consideration of a proposal or for holders controlling a majority of our capital stock to take any action, including the removal of directors. Requirements for Advance Notification of Stockholder Nominations and Proposals Our amended and restated bylaws contain advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our board of directors or a committee of the board of directors. These advance notice procedures may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed and may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempt to obtain control of our company. Board Classification Our board of directors is divided into three classes. The directors in each class serve for a three-year term, one class being elected each year by our stockholders. This system of electing and removing directors may discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority of the directors. Delaware Anti-Takeover Statute We are subject to the provisions of Section 203 of the Delaware General Corporation Law (the "DGCL") regulating corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder unless: • prior to prior to the date of the transaction, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; • upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding but n the outstanding voting stock owned by the interested stockholder, (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tender in a tender or exchange offer; or • at or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at an annual or special meeting stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder. Generally, a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, owned 15% or more of a corporation’s outstanding voting stock. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance. We also anticipate that Section 203 may discourage attempts that might result in a premium over the market price for the shares of Common Stock held by stockholders. The provisions of Delaware law and the provisions of our certificate of incorporation and amended and restated bylaws could have the effect of discouraging others from attempting hostile takeovers and as a consequence, they might also inhibit temporary fluctuations in the market price of our Common Stock that often result from actual or rumored hostile takeover attempts. These provisions might also have the effect of preventing changes in our management. It is also possible that these provisions could make it more difficult to accomplish transactions that stockholders might otherwise deem to be in their best interests. Transfer Agent and Registrar The transfer agent and registrar for our Common Stock is Continental Stock Transfer & Trust Company, Xxx Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000-0000. Securities Exchange Our Common Stock is traded on the Nasdaq Capital Market under the symbol “PHUN.”

Undesignated Preferred Stock. Our The ability to authorize undesignated preferred stock makes it possible for our board of directors has the ability to designate and issue Preferred Stock preferred stock with voting or other rights or preferences that could deter hostile takeovers or delay changes in our control or managementimpede the success of any attempt to acquire us. Limits on Ability of Stockholders The ability to Act by Written Consent or Call a Special Meeting Our certificate of incorporation provides that our stockholders may not act by written consent. This limit on the ability of stockholders to act by written consent may lengthen the amount of time required to take stockholder actions. As a result, the holders of a majority of our capital issue preferred stock are not able to amend the amended and restated bylaws or remove directors without holding a meeting of stockholders called in accordance with the amended and restated bylaws. In addition, our certificate of incorporation and amended and restated bylaws provide that special meetings of the stockholders may be called only by our board of directors, the chairperson of our board of directors, our chief executive officer or our president. A stockholder may not call a special meeting, which may delay the ability of our stockholders to force consideration of a proposal or for holders controlling a majority of our capital stock to take any action, including the removal of directors. Requirements for Advance Notification of Stockholder Nominations and Proposals Our amended and restated bylaws contain advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our board of directors or a committee of the board of directors. These advance notice procedures may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed and may also discourage deferring hostile takeovers or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors delaying changes in control or otherwise attempt to obtain control management of our company. Board Classification Our board of directors is divided into three classes. The directors in each class serve for a three-year term, one class being elected each year by our stockholders. This system of electing and removing directors may discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority of the directors. Delaware Anti-Takeover Statute Statute. We are subject to the provisions of Section 203 of the Delaware General Corporation Law (the "DGCL") regulating corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from engaging, under certain circumstances, engaging in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder unless: • prior to prior to the date of the transaction, our the board of directors of the corporation approved either the business combination or the transaction that which resulted in the stockholder becoming an interested stockholder; • upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock number of shares outstanding but n the outstanding voting stock owned by the interested stockholder, (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tender tendered in a tender or exchange offer; or and • at on or subsequent to the date of the transaction, the business combination is approved by our the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that which is not owned by the interested stockholder. Generally, a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, owned 15% or more of a corporation’s 's outstanding voting stocksecurities. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance. We also anticipate that Section 203 may discourage attempts attempted acquisitions that might result in a premium over the market price for the shares of Common Stock our common stock held by stockholders. The provisions of Delaware law law, our third amended and the provisions of our restated certificate of incorporation and amended and restated our bylaws could have the effect of discouraging others from attempting hostile takeovers and and, as a consequence, they might may also inhibit temporary fluctuations in the market price of our Common Stock common stock that often result from actual or rumored hostile takeover attempts. These provisions might may also have the effect of preventing changes in our management. It is also possible that these provisions could make it more difficult to accomplish transactions that stockholders might may otherwise deem to be in their best interests. Transfer Agent and Registrar The transfer agent and registrar for our Common Stock common stock is Continental Stock Transfer & Trust Company, Xxx Xxxxx Xxxxxx Xxxxx, 00xx . Its address is 00 Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000Xxx Xxxx, 00000 and its telephone number is (000) 000-0000. Securities Exchange NASDAQ Listing Our Common Stock common stock is traded on the Nasdaq The NASDAQ Capital Market under the symbol “PHUN"CGIX.”"

Undesignated Preferred Stock. Our As discussed above, our board of directors has the ability to designate and issue Preferred Stock preferred stock with voting or other rights or preferences that could deter hostile takeovers or delay changes in our control or management. Limits on Ability impede the success of Stockholders to Act by Written Consent or Call a Special Meeting Our certificate of incorporation provides that our stockholders may not act by written consent. This limit on the ability of stockholders to act by written consent may lengthen the amount of time required to take stockholder actions. As a result, the holders of a majority of our capital stock are not able to amend the amended and restated bylaws or remove directors without holding a meeting of stockholders called in accordance with the amended and restated bylaws. In addition, our certificate of incorporation and amended and restated bylaws provide that special meetings of the stockholders may be called only by our board of directors, the chairperson of our board of directors, our chief executive officer or our president. A stockholder may not call a special meeting, which may delay the ability of our stockholders to force consideration of a proposal or for holders controlling a majority of our capital stock to take any action, including the removal of directors. Requirements for Advance Notification of Stockholder Nominations and Proposals Our amended and restated bylaws contain advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our board of directors or a committee of the board of directors. These advance notice procedures may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed and may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempt to obtain change control of our company. Board Classification Our board of directors is divided into three classesDelaware Business Combination Statute. The directors in each class serve for a three-year term, one class being elected each year by our stockholders. This system of electing and removing directors may discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority of the directors. Delaware Anti-Takeover Statute We are subject to the provisions of Section 203 of the Delaware General Corporation Law DGCL (the "DGCL") regulating corporate takeovers. In general“Section 203”), Section 203 which prohibits a publicly held Delaware corporation from engaging, under certain circumstances, engaging in a business combination combinations with an interested stockholder. An interested stockholder is generally defined as an entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation or any entity or person affiliated with or controlling or controlled by such entity or person (“interested stockholder”). Section 203 provides that an interested stockholder may not engage in business combinations with the corporation for a period of three years following after the date the person that such stockholder became an interested stockholder unlessstockholder, with the following exceptions: • prior to prior to before such date, the date of the transaction, our board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; • upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commencedbegan, excluding for purposes of determining the voting stock outstanding (but n not the outstanding voting stock owned by the interested stockholder, (1) those shares owned (i) by persons who are directors and also officers and (2ii) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tender tendered in a tender or exchange offer; or • at on or subsequent to the date of the transactionafter such date, the business combination is approved by our the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder. GenerallyIn general, a Section 203 defines business combination includes a merger, asset combinations to include the following: • any merger or stock consolidation involving the corporation and the interested stockholder; • any sale, lease, transfer, pledge or other disposition of 10% or more of the assets of the corporation to or with the interested stockholder; • subject to certain exceptions, any transaction resulting that results in a financial benefit the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder. An ; • any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or • the receipt by the interested stockholder is a person whoof the benefit of any loss, together with affiliates advances, guarantees, pledges or other financial benefits by or through the corporation. These provisions of our Certificate and associates, owns or, within three years prior Bylaws and Delaware law may have the effect of deterring hostile takeovers or delaying changes in our control or management. These provisions are intended to enhance the determination likelihood of interested stockholder status, owned 15% or more continued stability in the composition of a corporation’s outstanding voting stock. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve and in advancethe policies they implement, and to discourage certain types of transactions that may involve an actual or threatened change of control. We also anticipate that Section 203 may discourage attempts that might result in a premium over the market price for the shares of Common Stock held by stockholdersThese provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The provisions of Delaware law and the also are intended to discourage certain tactics that may be used in proxy fights. However, such provisions of our certificate of incorporation and amended and restated bylaws could have the effect of discouraging others from attempting hostile takeovers and making tender offers for our common stock and, as a consequence, they might also may inhibit temporary fluctuations in the market price of our Common Stock common stock that often could result from actual or rumored hostile takeover attempts. These provisions might also have PLAN OF DISTRIBUTION We may sell our class A common stock: • through underwriters; • through dealers; • through agents; • directly to purchasers; or • through a combination of any of these methods of sale. In addition, we may issue our class A common stock as a dividend or distribution or in a subscription rights offering to our existing security holders. This prospectus may be used in connection with any offering of our class A common stock through any of these methods or other methods described in the effect applicable prospectus supplement. We may directly solicit offers to purchase our class A common stock, or agents may be designated to solicit such offers. We will, in the prospectus supplement relating to such offering, name any agent that could be viewed as an underwriter under the Securities Act, and describe any commissions that we must pay. Any such agent will be acting on a best efforts basis for the period of preventing changes its appointment or, if indicated in the applicable prospectus supplement, on a firm commitment basis. The distribution of our managementclass A common stock may be effected from time to time in one or more transactions: • at a fixed price, or prices, which may be changed from time to time; • at market prices prevailing at the time of sale; • at prices related to such prevailing market prices; or • at negotiated prices. It Each prospectus supplement will describe the method of distribution of our class A common stock and any applicable restrictions. The prospectus supplement will describe the terms of the offering of our class A common stock, including the following: • the name of the agent or any underwriters; • the public offering or purchase price and the proceeds we will receive from the sale of the class A common stock; • any discounts and commissions to be allowed or re-allowed or paid to the agent or underwriters; • all other items constituting underwriting compensation; • any discounts and commissions to be allowed or re-allowed or paid to dealers; and • the exchange on which the class A common stock will be listed. If any underwriters or agents are utilized in the sale of the class A common stock in respect of which this prospectus is delivered, we will enter into an underwriting agreement or other agreement with them at the time of sale to them, and we will set forth in the prospectus supplement relating to such offering the names of the underwriters or agents and the terms of the related agreement with them. If a dealer is utilized in the sale of the class A common stock in respect of which this prospectus is delivered, we will sell such class A common stock to the dealer, as principal. The dealer may then resell such class A common stock to the public at varying prices to be determined by such dealer at the time of resale. If we offer class A common stock in a subscription rights offering to our existing security holders, we may enter into a standby underwriting agreement with dealers, acting as standby underwriters. We may pay the standby underwriters a commitment fee for the class A common stock they commit to purchase on a standby basis. If we do not enter into a standby underwriting arrangement, we may retain a dealer-manager to manage a subscription rights offering for us. Remarketing firms, agents, underwriters, dealers and other persons may be entitled under agreements which they may enter into with us to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, and may be customers of, engage in transactions with or perform services for us in the ordinary course of business. If so indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by certain institutions to purchase class A common stock from us pursuant to delayed delivery contracts providing for payment and delivery on the date stated in the prospectus supplement. Each contract will be for an amount not less than, and the aggregate amount of class A common stock sold pursuant to such contracts shall not be less nor more than, the respective amounts stated in the prospectus supplement. Institutions with whom the contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions, but shall in all cases be subject to our approval. Delayed delivery contracts will not be subject to any conditions except that: • the purchase by an institution of the class A common stock covered under that contract shall not at the time of delivery be prohibited under the laws of the jurisdiction to which that institution is subject; and • if the class A common stock is also possible that these provisions could make it being sold to underwriters acting as principals for their own account, the underwriters shall have purchased such class A common stock not sold for delayed delivery. The underwriters and other persons acting as our agents will not have any responsibility in respect of the validity or performance of delayed delivery contracts. Certain agents, underwriters and dealers, and their associates and affiliates may be customers of, have borrowing relationships with, engage in other transactions with, and/or perform services, including investment banking services, for us or one or more difficult of our respective affiliates in the ordinary course of business. In order to accomplish facilitate the offering of our class A common stock, any underwriters may engage in transactions that stockholders might stabilize, maintain or otherwise deem affect the price of our class A common stock. Specifically, any underwriters may overallot in connection with the offering, creating a short position for their own accounts. In addition, to cover overallotments or to stabilize the price of our class A common stock, the underwriters may bid for and purchase class A common stock in the open market. Finally, in any offering of our class A common stock through a syndicate of underwriters, the underwriting syndicate may reclaim selling concessions allowed to an underwriter or a dealer for distributing the class A common stock in the offering if the syndicate repurchases previously distributed class A common stock in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the class A common stock above independent market levels. Any such underwriters are not required to engage in these activities and may end any of these activities at any time. Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. The applicable prospectus supplement may provide that the original issue date for your class A common stock may be more than two scheduled business days after the trade date for your class A common stock. Accordingly, in their best interestssuch a case, if you wish to trade class A common stock on any date prior to the second business day before the original issue date for your class A common stock, you will be required, by virtue of the fact that your class A common stock initially is expected to settle in more than two scheduled business days after the trade date for your class A common stock, to make alternative settlement arrangements to prevent a failed settlement. Transfer Agent We can make no assurance as to the liquidity of or the existence of trading markets for any of the class A common stock. LEGAL MATTERS Unless the applicable prospectus supplement indicates otherwise, the validity of the class A common stock in respect of which this prospectus is being delivered will be passed upon by Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Registrar The transfer agent and registrar for our Common Stock is Continental Stock Transfer & Trust Company, Xxx Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000-0000. Securities Exchange Our Common Stock is traded on the Nasdaq Capital Market under the symbol “PHUNXxxx LLP.”

Undesignated Preferred Stock. Our board of directors has the ability to designate and issue Preferred Stock with voting or other rights or preferences that could deter hostile takeovers or delay changes in our control or management. Limits on Ability of Stockholders to Act by Written Consent or Call a Special Meeting Our certificate of incorporation provides for 10,000,000 authorized shares of preferred stock. The existence of authorized but unissued shares of preferred stock may enable our board of directors to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise. For example, if in the due exercise of its fiduciary obligations, our board of directors were to determine that a takeover proposal is not in the best interests of our stockholders may not act by written consentstockholders, our board of directors could cause shares of preferred stock to be issued without stockholder approval in one or more private offerings or other transactions that might dilute the voting or other rights of the proposed acquirer or insurgent stockholder or stockholder group. This limit on In this regard, our certificate of incorporation grants our board of directors broad power to establish the ability rights and preferences of stockholders to act by written consent may lengthen authorized and unissued shares of preferred stock. The issuance of shares of preferred stock could decrease the amount of time required earnings and assets available for distribution to take stockholder actions. As a result, the holders of shares of common stock. The issuance may also adversely affect the rights and powers, including voting rights, of these holders and may have the effect of delaying, deterring or preventing a majority change in control of our capital stock are not able to amend the us. Choice of Forum Our amended and restated bylaws provides that, unless we consent in writing to an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or remove directors without holding proceeding brought on our behalf, (ii) any action asserting a meeting claim of or based on a breach of a fiduciary duty owed by any of our current or former directors, officers and employees to us or our stockholders, (iii) any action asserting a claim against us or any of our current or former directors, officers, employees or stockholders called in accordance with arising pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws, or (iv) any action asserting a claim that is governed by the internal affairs doctrine, in each case subject to the Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. Our amended and restated bylaws further provide that, unless we consent in writing to an alternative forum, the United States District Court for the Northern District of Illinois will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. In addition, our certificate of incorporation and amended and restated bylaws provide that special meetings any person or entity purchasing or otherwise acquiring any interest in shares of our common stock is deemed to have notice of and consented to the foregoing provisions. We have chosen the United States District Court for the Northern District of Illinois as the exclusive forum for such causes of action because our principal executive offices are located in Evanston, Illinois. Some companies that have adopted similar federal district court forum selection provisions are currently subject to a suit in the Court of Chancery of the State of Delaware brought by stockholders may be called only by our board of directorswho assert that the federal district court forum selection provision is not enforceable. On December 19, 2018, the chairperson Court of Chancery of the State of Delaware issued a decision declaring that such federal forum selection provisions purporting to require claims under the Securities Act be brought in federal court are ineffective and invalid under Delaware law. On January 17, 2019, the decision was appealed to the Delaware Supreme Court. While the Delaware Supreme Court recently dismissed the appeal on jurisdictional grounds, we expect that the appeal will be re-filed after the Court of Chancery issues a final judgment. Unless and until the Court of Chancery’s decision is reversed by the Delaware Supreme Court or otherwise abrogated, we do not intend to enforce our board federal forum selection provision. In the event that the Delaware Supreme Court affirms the Court of directorsChancery’s decision or otherwise determines that federal forum selection provisions are invalid, our chief executive officer or Board of Directors intends to amend promptly our president. A stockholder may not call a special meeting, which may delay the ability of our stockholders to force consideration of a proposal or for holders controlling a majority of our capital stock to take any action, including the removal of directors. Requirements for Advance Notification of Stockholder Nominations and Proposals Our amended and restated bylaws contain advance notice procedures with respect to stockholder proposals and remove our federal forum selection bylaw provision. As a result of the nomination Court of candidates for election as directors, other than nominations made by or at the direction of our board of directors Chancery’s decision or a committee decision by the Supreme Court of Delaware affirming the board Court of directorsChancery’s decision, we may incur additional costs associated with our federal forum selection bylaw provision, which could have an adverse effect on our business, financial condition and results of operations. These advance notice procedures Additionally, the forum selection clauses in our amended and restated bylaws may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us. The United States District Court for the Northern District of Illinois may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to us than our stockholders. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed discouraging lawsuits against our directors and may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempt to obtain control of our companyofficers. Board Classification Our board of directors is divided into three classes. The directors in each class serve for a three-year term, one class being elected each year by our stockholders. This system of electing and removing directors may discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority Section 203 of the directors. Delaware Anti-Takeover Statute General Corporation Law We are subject to the provisions of Section 203 of the Delaware General Corporation Law (the "DGCL") regulating corporate takeoversLaw. In general, Section 203 prohibits a publicly held Delaware corporation from engagingengaging in a “business combination” with an “interested stockholder” for a three-year period following the time that this stockholder becomes an interested stockholder, under certain circumstancesunless the business combination is approved in a prescribed manner. Under Section 203, in a business combination with between a corporation and an interested stockholder for a period is prohibited unless it satisfies one of three years the following the date the person became an interested stockholder unlessconditions: • prior to prior to before the date of the transactionstockholder became interested, our board of directors approved either the business combination or the transaction that which resulted in the stockholder becoming an interested stockholder; • upon completion consummation of the transaction that which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding outstanding, shares owned by persons who are directors and also officers, and employee stock plans, in some instances, but n not the outstanding voting stock owned by the interested stockholder, (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tender in a tender or exchange offer; or • at or subsequent to after the date of time the transactionstockholder became interested, the business combination is was approved by our board of directors and authorized at an annual or special meeting stockholders, and not by written consent, of the stockholders by the affirmative vote of at least 66 2/3% two-thirds of the outstanding voting stock that which is not owned by the interested stockholder. Generally, Section 203 defines a business combination includes a merger, asset to include: • any merger or stock consolidation involving the corporation and the interested stockholder; • any sale, transfer, lease, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation; • subject to exceptions, any transaction resulting that results in a financial benefit the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder. An ; • subject to exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; and • the receipt by the interested stockholder is a person whoof the benefit of any loans, together with affiliates and associatesadvances, owns orguarantees, within three years prior to pledges or other financial benefits provided by or through the determination of corporation. In general, Section 203 defines an interested stockholder status, owned as any entity or person beneficially owning 15% or more of a corporation’s the outstanding voting stock. We expect stock of the existence of this provision to have an anti-takeover effect corporation and any entity or person affiliated with respect to transactions our board of directors does not approve in advance. We also anticipate that Section 203 may discourage attempts that might result in a premium over or controlling or controlled by the market price for the shares of Common Stock held by stockholders. The provisions of Delaware law and the provisions of our certificate of incorporation and amended and restated bylaws could have the effect of discouraging others from attempting hostile takeovers and as a consequence, they might also inhibit temporary fluctuations in the market price of our Common Stock that often result from actual entity or rumored hostile takeover attempts. These provisions might also have the effect of preventing changes in our management. It is also possible that these provisions could make it more difficult to accomplish transactions that stockholders might otherwise deem to be in their best interests. Transfer Agent and Registrar The transfer agent and registrar for our Common Stock is Continental Stock Transfer & Trust Company, Xxx Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000-0000. Securities Exchange Our Common Stock is traded on the Nasdaq Capital Market under the symbol “PHUNperson.”