The Idaho Stockholders' Rights Plan is a mechanism implemented by Data scope Corp. to protect the interests of the company's stockholders and ensure the fair treatment and transparency in corporate actions. This established plan, also known as a "poison pill" strategy, is designed to deter hostile takeovers and encourage negotiation between the board of directors and potential acquirers. The Idaho Stockholders' Rights Plan of Data scope Corp. helps safeguard stockholders by issuing rights or options in the form of preferred shares to existing shareholders. These rights are triggered when a potential acquirer holds a certain percentage of the company's outstanding shares, typically 10-20%. Once activated, the rights become exercisable, allowing stockholders, excluding the potential acquirer, to purchase additional shares at a discounted price. The primary goal of the Idaho Stockholders' Rights Plan is to make a hostile takeover prohibitively expensive for the acquirer, thereby encouraging negotiation and fair valuation of the company. It gives the board of directors time to consider alternative options, seek competing bids, or evaluate potential risks associated with the takeover. Additionally, this plan ensures that stockholders have a say in major decisions that could impact the long-term value of their investments. There are different variations of the Idaho Stockholders' Rights Plan, classified as either a "flip-in" or "flip-over" plan. A "flip-in" rights plan enables existing stockholders (excluding the potential acquirer) to purchase shares at a discounted price when triggered. On the other hand, a "flip-over" rights plan allows existing stockholders to purchase shares of the potential acquirer at a discounted price if there is a merger between the acquiring company and Data scope Corp. The Idaho Stockholders' Rights Plan of Data scope Corp. prioritizes the best interests of stockholders, maintaining shareholder value and ensuring that corporate decision-making processes remain fair and transparent. It acts as a safeguard against undue takeovers and empowers stockholders to actively participate in the company's governance. By implementing this protective framework, Data scope Corp. aims to maintain stability, protect stockholder rights, and enable the effective functioning of the company in the long run.