Change of Control. For purposes of this Agreement, “Change of Control” shall mean the occurrence of any one or more of the following: # the accumulation (if over time, in any consecutive twelve (12) month period), whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of more than fifty percent (50%) of the outstanding shares of Common Stock of the Company (including equity instruments convertible without payment into Common Stock), whether by merger, consolidation, sale or other transfer of shares of Common Stock (other than a merger or consolidation where the stockholders of the Company prior to the merger or consolidation are the holders of a majority of the voting securities of the entity that survives such merger or consolidation), # a sale of all or substantially all of the assets of the Company or # during any period of twelve (12) consecutive months, the individuals who, at the beginning of such period, constitute the Board, and any new Board member whose election by the Board or nomination for election by the Company’s owners was approved by a vote of at least two-thirds (2/3) of the members of the Board then still in office who either were members of the Board at the beginning of the twelve (12) month period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; provided that the following acquisitions shall not constitute a Change of Control for the purposes of this Agreement: any acquisition of Common Stock or securities convertible into Common Stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company.

Change of Control. For purposes of this Agreement, “Change of Control” shall mean the occurrence of any one or more of the following: # the accumulation (if over time, in any consecutive twelve (12) month period), whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of more than fifty percent (50%) or more of the shares of the outstanding shares of Common Stock of the Company (including equity instruments convertible without payment into Common Stock),Company, whether by merger, consolidation, sale or other transfer of shares of Common Stock (other than a merger or consolidation where the stockholders of the Company prior to the merger or consolidation are the holders of a majority of the voting securities of the entity that survives such merger or consolidation), # a sale of all or substantially all of the assets of the Company or # during any period of twelve (12) consecutive months, the individuals who, at the beginning of such period, constitute the Board, and any new Board member whose election by the Board or nomination for election by the Company’s owners was approved by a vote of at least two-thirds (2/3) of the members of the Board then still in office who either were members of the Board at the beginning of the twelve (12) month period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; provided that the following acquisitions shall not constitute a Change of Control for the purposes of this Agreement: any acquisition of Common Stock or securities convertible into Common Stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company.

Change ofin Control. For all purposes of this Agreement, “Change ofin Control” shall meanmean: # the occurrencecompletion of one or more transactions by which any oneperson or entity (and his, her or its affiliates) becomes the beneficial owner 50.1% or more of the following: # the accumulation (if over time, in any consecutive twelve (12) month period), whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)voting power of the Securities Exchange Act of 1934, as amended) of more than fifty percent (50%)Company’s securities; or # any merger, consolidation or liquidation of the outstandingCompany in which the Company is not the continuing or surviving company or pursuant to which stock would be converted into cash, securities or other property, other than a merger of the Company in which the holders of the shares stock immediately before the merger have the same proportionate ownership of the Common Stock of the Company (including equity instruments convertible without payment into Common Stock), whether by merger, consolidation, salesurviving company immediately after the merger; or other transfer of shares of Common Stock (other than a merger or consolidation where the stockholders of the Company prior to the merger or consolidation are the holders of a majority of the voting securities of the entity that survives such merger or consolidation), # a sale of all or substantially all of the assets of the Company are sold or # during any periodotherwise to parties that are not within a “controlled group of twelve (12) consecutive months,corporations” (as defined in Section 1563 of the individuals who,Internal Revenue Code of 1986, as amended) in which the Company is a member at the beginningtime of such period, constitute the Board, and any new Board member whose election by the Boardsale or nomination for election by the Company’s owners was approved by a vote of at least two-thirds (2/3) of the members of the Board then still in office who either were members of the Board at the beginning of the twelve (12) month period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; provided that the following acquisitions shall not constitute a Change of Control for the purposes of this Agreement: any acquisition of Common Stock or securities convertible into Common Stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company.transfer.

Change ofin Control. For purposes of this Agreement, “Change of Control”a “Change in Control” shall mean the occurrence ofbe deemed to have occurred if # any one or more of the following: # the accumulation (if over time,“person” (as such term is used in any consecutive twelve (12) month period), whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning of SectionSections 13(d)(3) or and 14(d)(2) of the Securities Exchange Act of 1934, as amended) of more, other than fifty percent (50%) of the outstanding shares of Common Stocka trustee or other fiduciary holding securities under an employee benefit plan of the Company (including equity instruments convertible without payment into Common Stock), whetheror a corporation owned directly or indirectly by merger, consolidation, sale or other transfer of shares of Common Stock (other than a merger or consolidation where the stockholders of the Company prior toin substantially the merger or consolidation are the holderssame proportions as their ownership of a majoritystock of the votingCompany, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the entity that survives such mergerCompany representing 20% or consolidation), # a sale of all or substantially allmore of the assets of the Company or # during any period of twelve (12) consecutive months, the individuals who, at the beginning of such period, constitute the Board, and any new Board member whose electiontotal voting power represented by the Board or nomination for election byCompany’s then outstanding Voting Securities, # individuals who on the Company’s owners was approved by a votedate of at least two-thirds (2/3) of thethis Agreement are members of the Board then still in office who either were members of the Board at the beginning of the twelve (12) month period or whose election or nomination for election was previously so approved,(the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; providedmembers of the Board (provided, however, that if the following acquisitionsappointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall not constitutebe considered as a Changemember of Controlthe Incumbent Board), or # the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the purposes of this Agreement: any acquisition of Common Stocksale or securities convertible into Common Stock by any employee benefit plan (or related trust) sponsored by or maintaineddisposition by the Company.Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

Definition. For purposes of this Agreement, “Change of Control” shall meanmeans the removal of Executive as Chief Executive Officer or Board Chair as the result of the occurrence of any one or more of the following:following events: # the accumulation (if over time, insale, lease, conveyance or other disposition of all or substantially all of the Company’s assets as an entirety or substantially as an entirety to any consecutive twelve (12) month period), whether directly, indirectly, beneficially or of record, by any individual,person, entity or group (within the meaning of Sectionpersons acting in concert; # any “person” (as such term is used in Sections 13(d)(3) or and 14(d)(2) of the Securities Exchange Act of 1934, as amended), other than any then currently existing shareholder as of the Change of Control date, becoming the “beneficial owner” (as defined in Rule 13d-3 under said act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities but in no event shall the completion of an offering # of the Company’s Common Stock pursuant to a registration statement filed with the Securities and Exchange Commission in the Company’s initial public offering or # a private offering of shares of the capital stock of the Company constitute a Change of Control; or # a merger or consolidation of the Company with any other corporation or entity not affiliated with any currently existing shareholder, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the outstanding shares of Common Stock of the Company (including equity instruments convertible without payment into Common Stock), whethertotal voting power represented by merger, consolidation, sale or other transfer of shares of Common Stock (other than a merger or consolidation where the stockholders of the Company prior to the merger or consolidation are the holders of a majority of the voting securities of the Company or such surviving entity that survivesoutstanding immediately after such merger or consolidation),consolidation. ; and # the engagement of a sale of all or substantially allnew Chief Executive Officer of the assets of the Company or # during any period of twelve (12) consecutive months, the individuals who, at the beginning of such period, constitute the Board, and any new Board member whose election by the Board or nomination for election by the Company’s owners was approved by a vote of at least two-thirds (2/3) of the members of the Board then still in office who either were members of the Board at the beginning of the twelve (12) month period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; provided that the following acquisitions shall not constitute a Change of Control for the purposes of this Agreement: any acquisition of Common Stock or securities convertible into Common Stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company.

“Change of Control. For purposes of this Agreement, “Change ofin Control” shall meanmeans the occurrence of any one or more of the following:following events with respect to the Company: # the accumulation (if over time,any Person acquires direct or indirect beneficial ownership (as defined in any consecutive twelve (12) month period), whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended)amended, and the regulations promulgated thereunder) of more than fifty50% percent (50%) of the outstanding sharesvoting securities of Common Stockthe Company; or # the shareholders of the Company (including equity instruments convertible without paymentapprove, or the Company otherwise effects, enters into Common Stock), whether by merger, consolidation, sale or other transfer of shares of Common Stock (other thanapproves, # a merger or consolidation where the stockholders of the Company prior towith or into any other person or entity, # an agreement for the mergersale or consolidation are the holdersdisposition (in one transaction or a series of a majority of the voting securities of the entity that survives such merger or consolidation), # a saletransactions) of all or substantially all of the assets of the Company, # a plan of complete liquidation of the Company or # during any periodtransaction similar to any of twelve (12) consecutive months, the individuals who, atforegoing, other than, in the beginningcase of such period, constituteboth (2)(A) and (2)(B) above, a merger, consolidation or sale that would result in the Board, and any new Board member whose electionvoting securities of the Company outstanding immediately prior thereto controlling or continuing to represent, directly or indirectly, either by remaining outstanding or by being converted into equity securities of the Boardsurviving person or nomination for election by the Company’s owners was approved by a vote ofentity, at least two-thirds (2/3)50% of the memberstotal outstanding voting securities of the Board then still in office who either were members ofCompany or the Board at the beginning of the twelve (12) month periodsurviving person or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; provided that the following acquisitions shall not constitute a Change of Control for the purposes of this Agreement: any acquisition of Common Stock or securities convertible into Common Stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company.entity outstanding immediately after such transaction.

“Change of Control. For purposes of this Agreement, “Change ofin Control” shall meanmeans the occurrence of any one or more of the following:following events: # the accumulation (if over time, in any consecutive twelve (12) month period), whether directly, indirectly, beneficiallysale or of record, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)exchange of the Securities Exchange Actcapital stock by the stockholders of 1934, as amended)the Company in one transaction or series of related transactions where more than fifty percent (50%) of the outstanding shares of Common Stockvoting power of the Company (including equity instruments convertible without payment into Common Stock), whetheris acquired by merger, consolidation, salea person or other transferentity or group of shares of Common Stock (other than arelated persons or entities; or # any reorganization, consolidation or merger or consolidation where the stockholders of the Company prior towhere the merger or consolidation are the holders of a majority of theoutstanding voting securities of the Company immediately before the transaction represent or are converted into less than fifty percent (50%) of the outstanding voting power of the surviving entity (or its parent corporation) immediately after the transaction; or # the consummation of any transaction or series of related transactions that survives such merger or consolidation), # aresults in the sale of all or substantially all of the assets of the CompanyCompany; or # during any period“person” or “group” (as defined in the Securities Exchange Act of twelve (12) consecutive months,1934, as amended (the “Exchange Act”) becoming the individuals who, at“beneficial owner” (as defined in Rule 13d-3 under the beginningExchange Act) directly or indirectly of such period, constitutesecurities representing more than fifty percent (50%) of the voting power of the Company then outstanding. Except that any change in the beneficial ownership of the securities of the Company as a result of a private financing of the Company that is approved by the Board, and any new Board member whose election by the Board or nomination for election by the Company’s owners was approved by a vote of at least two-thirds (2/3) of the members of the Board then still in office who either were members of the Board at the beginning of the twelve (12) month period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; provided that the following acquisitions shall not constitutebe deemed to be a Change of Control for the purposes of this Agreement: any acquisition of Common Stock or securities convertible into Common Stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company.in Control.

For purposes of this Agreement, “Change of Control” shall meanthe term “Change in Control” means, following the Effective Date, the occurrence of any one or more of the following:following events: # any Qualifying Person (as defined below) becomes, directly or indirectly, the accumulation (if over time, in any consecutive twelve (12) month period)“beneficial owner” (as determined pursuant to Rule 13d-3 promulgated under the Exchange Act), whether directly, indirectly, beneficiallyby way of acquisition, transfer, merger, consolidation, recapitalization, reorganization or of record, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended)otherwise, of more than fifty percent (50%)50% of either # the then-outstanding shares of Common StockCompany’s Class A common stock (“Stock”) or # securities of Company representing the combined voting power of the then-outstanding voting securities of Company (including equity instruments convertible without payment into Common Stock), whether by merger, consolidation,entitled to vote generally in the election of directors; or # the consummation of a sale or other transfer of shares of Common Stock (other than a merger or consolidation where the stockholders of the Company prior to the merger or consolidation are the holders of a majority of the voting securities of the entity that survives such merger or consolidation), # a saledisposition of all or substantially all of theCompany (other than such a sale or disposition immediately after which such assets of the Companyare owned directly or # during any period of twelve (12) consecutive months, the individuals who, at the beginning of such period, constitute the Board, and any new Board member whose electionindirectly by the Boardowners of Company in substantially the same proportions as their ownership of Stock immediately prior to such sale or nomination for election by the Company’s owners was approved by a vote of at least two-thirds (2/3) of the members of the Board then still in office who either were members of the Board at the beginning of the twelve (12) month period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; provided that the following acquisitions shall not constitute a Change of Control for the purposes of this Agreement: any acquisition of Common Stock or securities convertible into Common Stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company.disposition).

For purposes of this Agreement, “Change of Control”Agreement a “Change in Control” shall mean the occurrence ofbe deemed to have occurred if # any one or more of the following: # the accumulation (if over time,“person” (as such term is used in any consecutive twelve (12) month period), whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning of SectionSections 13(d)(3) orand 14(d)(2) of the Securities Exchange Act of 1934, as amended) of moreAct), other than fifty percent (50%) of the outstanding shares of Common Stock of the Company (including equity instruments convertible without payment into Common Stock), whether by merger, consolidation, salea trustee or other transfer of shares of Common Stock (other than a merger or consolidation where the stockholders of the Company prior to the merger or consolidation are the holders of a majority of the votingfiduciary holding securities of the entity that survives such merger or consolidation), # a sale of all or substantially all of the assetsunder an employee benefit plan of the Company or a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than thirty percent (30%) of the total voting power represented by the Company’s then outstanding Voting Securities, # during any period of twelve (12)two (2) consecutive months, theyears, individuals who,who at the beginning of such period,period constitute the Board,Board of Directors of the Company and any new Board memberdirector whose election by the Board of Directors or nomination for election by the Company’Company’s ownersshareholders was approved by a vote of at least two-thirds (2/3)a majority of the members of the Boarddirectors then still in office who either were members of the Boarddirectors at the beginning of the twelve (12) month period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or # the shareholders of the Company approve a merger or consolidation of the Company with any other corporation other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least a majoritytwo-thirds (2/3) of the Board;total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or # the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets; provided that the following acquisitionsin no event shall not constitute a Change in Control be deemed to include # a merger, consolidation or reorganization of Controlthe Company for the purposespurpose of this Agreement:changing the Company’s state of incorporation and in which there is no substantial change in the shareholders of the Company or its successor (as the case may be), or # the Company’s first firm commitment underwritten public offering of any acquisition of Common Stockits securities to the general public pursuant to # a registration statement filed under the Securities Act, or # the securities convertible into Common Stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company.laws applicable to an offering of securities in another jurisdiction pursuant to which such securities will be listed on an internationally recognized securities exchange (the “IPO”).

“Change of Control. For purposes of this Agreement, “Change ofin Control” shall mean the occurrence ofmeans that # any one or more of the following: # the accumulation (if over time, in any consecutive twelve (12) month period), whether directly, indirectly, beneficially or of record, by any individual, entityPerson or group (withinof persons within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended)1934 becomes the beneficial owner, directly or indirectly, of 30% or more than fifty percent (50%) of the outstanding shares of Common Stock of the Company (including equity instruments convertible without payment into Common Stock), whether by merger, consolidation, sale or other transfer of shares of Common Stock (other than a merger or consolidation where the stockholders of the Company prior to the merger or consolidation are the holders of a majority of the voting securities of the entity that survives such merger or consolidation), # a sale of all or substantially all of the assetscommon stock of the Company or # during any period of twelve (12) consecutive months, the individuals who, at the beginning of such period,who constitute the Board, and any new Board member whose election by the Board or nomination for election by the Company’s owners was approved by a vote of at least two-thirds (2/3) of the members of the Board then still in office who either were members of the Board at the beginning of the twelve (12) month period or whose election or nomination for election was previously so approved,Continuing Directors cease for any reason to constitute at least a majority of the Board; provided thatboard of directors of the following acquisitions shall not constitute a Change of ControlCompany (which, for the purposespurpose of this Agreement:definition, shall be deemed not to mean any acquisitioncommittee of Common Stock or securities convertible into Common Stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company.board of directors of the Company).