"Change in Control" means a change in the ownership of the Company, a change in effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets, each as determined in accordance with Section 409A of the Code.

Change in the Ownership of a Substantial Portion of a Corporation’s Assets. A change in the ownership of a substantial portion of a corporation’s assets occurs on the date that any one person, or more than one person acting as a group (as determined in accordance with rules similar to those set forth in [Section 9.7(d)]), acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the corporation immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the corporation or the value of the assets being disposed of determined without regard to any liabilities associated with such assets. There is no Change in Control event under this [Section 9.7(e)] when there is a transfer to an entity that is controlled by the shareholders of the transferring corporation immediately after the transfer. A transfer of assets by a corporation is not treated as a change in ownership of such assets if the assets are transferred to # a shareholder of the corporation (immediately before the asset transfer) in exchange for or with respect to its stock, # an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the corporation, # a person, or more than one person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the corporation, or # an entity, at least fifty (50%) of the total value or voting power of which is owned, directly or indirectly, by a person described in [Section 9.7(e)(iii)]. For purposes of the foregoing, and except as otherwise provided, a person’s status is determined immediately after the transfer of assets.

Company’s Ownership. Employee agrees that all inventions, discoveries, improvements, trade secrets, formulae, techniques, processes, and know-how, whether or not patentable, and whether or not reduced to practice, that are conceived or developed during the Term, either alone or jointly with others, if on the Company’s time, using the Company’s equipment, supplies, facilities, or trade secret information or relating to the Company shall be owned exclusively by the Company, and Employee hereby assigns to the Company all Employee's right, title, and interest in all such intellectual property. The Employee agrees that the Company shall be the sole owner of all domestic and foreign patents or other rights pertaining thereto, and further agrees to execute all documents that the Company reasonably determines to be necessary or convenient for use in applying for, prosecuting, perfecting, or enforcing patents or other intellectual property rights, including the execution of any assignments, patent applications, or other documents that the Company may reasonably request. This provision is intended to apply only to the extent permitted by applicable law.

Notwithstanding the foregoing, to the extent an Award or any payment thereunder is considered “deferred compensation” subject to Section 409A of the Code, a Change in Control shall not occur unless such transaction constitutes a change in the ownership of the Company, a change in the effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets under Section 409A of the Code.

Notwithstanding the definition of Change in Control Event set forth in this [Section 2.1(i)], if a Change in Control Event occurs and such event does not constitute a “change in ownership,” “change in effective control,” or “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code, such event shall not constitute a benefit commencement date and shall not be treated as a triggering event for any payments otherwise scheduled to be made following a Change in Control Event.

provided, however, that notwithstanding anything to the contrary in [subsections (1) through (4)] above, an event which does not constitute a change in the ownership of the Affected Corporation, a change in the effective control of the Affected Corporation, or a change in the ownership of a substantial portion of the assets of the Affected Corporation, each as defined in Treasury Regulations [section 1.409A-3(i)(5)])] (or any successor provision), shall not be considered a Change in Control for purposes of this Plan.

Payments hereunder, determined without application of this Section 3.7, either alone or together with other payments in the nature of compensation to the Officer which are contingent on a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, or otherwise, would result in any portion of the payments hereunder being subject to an excise tax on excess parachute payments imposed under Code Section 4999.

Persons will not be considered to be acting as a group solely because they purchase or own stock, or purchase assets, of the same corporation at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition or stock or assets, or similar business transaction with the corporation. If a person, including an entity or entity shareholder, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock or assets, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation (only with respect to the ownership in that corporation in the case of a change in the Effective Control of a Company or only to the extent of the ownership in that corporation in the case of a Change in the Ownership of a Substantial Portion of a Company’s Assets) prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

Cash Portion. The Company hereby agrees to pay the Agents (or the designees authorized by such Agents), as a condition to the applicable Closing(s) of the Offering, as compensation for their services hereunder, a cash fee equal to Eight Percent (8%) of the gross proceeds from any sale of Securities in the Offering sold to investors (the “Agents Cash Fee”). The Agents Cash Fee shall be paid to Katalyst, who shall allocate such fee as agreed to by Katalyst and Dinosaur. To the extent there is more than one Closing, payment of the applicable Agents Cash Fee will be made at each Closing and paid by the Company to and in the name provided to the Company by the Agents at the time of each Closing.

Warrant Portion. At the Closing of an Offering, the Company will issue to the Agents (or the designees authorized by such Agents), as compensation for its services hereunder, warrants to purchase shares of the Company’s common stock equal to Eight Percent (8%) of the number of Securities sold in the Offering to investors (the “Broker Warrants”). The Broker Warrants shall be issued to Katalyst, who shall allocate such warrants as agreed to by Katalyst and Dinosaur. If the Securities included in an Offering are convertible, the number of shares of common stock issuable upon exercise of the Broker Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Broker Warrants shall have the same terms as any warrants issued to investors in the applicable Offering, except that such Broker Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the closing price of the Company’s common stock as reported in the Nasdaq Capital Market on the date an Offering is commenced (such price, the “Offering Price”). If no warrants are issued to investors in an Offering, the Broker Warrants shall be in a customary form reasonably acceptable to the Agents, and shall have: # a term of three (3) years; # an exercise price equal to 125% of the Offering Price; # shall include cashless exercise provisions if there is no effective registration statement covering the Broker Warrants and piggyback registration rights; and # include customary anti-dilution provisions covering stock splits, dividends, mergers and similar transactions. The Agents Cash Fee and the Broker Warrants are sometimes referred to collectively as the “Broker Fees”). The Broker Warrants may be issued directly to the Agents’ employees and affiliates at the Agents’ written request and will be issued within the (10) calendar days from the Final Close (as defined below).