Change in the Ownership of a Corporation. A change in the ownership of a corporation occurs on the date that any one person or more than one person acting as a group, acquires ownership of stock of the corporation that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of such corporation. If any one person or more than one person acting as a group is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of a corporation, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the corporation (or to cause a change in the effective control of the corporation as discussed below in [Section 9.7(d)]). An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the corporation acquires its stock in exchange for property will be treated as an acquisition of stock. [Section 9.7(c)] applies only when there is a transfer of stock of a corporation (or issuance of stock of a corporation) and stock in such corporation remains outstanding after the transaction. For purposes of this [Section 9.7(c)], persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time or as a result of a public offering. Persons will, however, be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase, or acquisition of stock, or similar business transaction with the corporation. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only with respect to ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

Change in Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.

Change in Control means a “change in ownership,” a “change in effective control” or a “change in ownership of a substantial portion of assets,” as such terms are defined for purposes of [Section 409A] of the Code.

Ownership of Stock. Seller is the owner of all legal and beneficial interests in the Shares and holds the same free and clear of all liens, encumbrances, restrictions, preemptive rights and claims of every kind. The Shares represent all of the issued and outstanding capital stock of the Company. The delivery to Buyer of the Shares pursuant to the provisions of this Agreement will transfer to Buyer good title thereto, free and clear of all liens and encumbrances. Seller has not, directly or indirectly, offered its Shares for sale, or solicited any offer to purchase such Shares, by means of any form of general advertising or other general solicitation or otherwise in any manner that would require the Shares to become subject to the registration requirements of any state or federal securities or blue sky laws. No other person or entity has any right to acquire or otherwise holds any interest in, or has any rights with respect to, the Shares. Seller is not a party to or bound by any subscription, option, warrant, call, conversion privilege, voting agreement or other right or agreement relating to the issuance, ownership, transfer or voting of the Shares.

Ownership of Improvements. Arcus shall own all right, title and interest in and to any Improvements invented solely by Arcus, including, without limitation, any Intellectual Property Rights therein. Each Party shall own a fifty percent (50%) undivided interest in all Joint Improvements. The Parties hereby make any assignments necessary to accomplish the foregoing ownership provisions. Except as expressly provided in this Agreement and subject to any restrictions therein, each joint owner may make, sell, use, license, assign, mortgage or keep Joint Improvements, and otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the consent of and without accounting to the other joint owner; provided that any assignment, license or other disposition or use # shall at all times be and remain subject to the grants of rights and accompanying conditions and obligations with respect thereto under this Agreement, and # allow the Parties to exercise their rights and perform their obligations under this Agreement, in particular to Develop and Commercialize Licensed Products in at least the same scope as prior to such assignment, license or other such disposition.

Beneficial Ownership Limitation. Notwithstanding anything to the contrary contained herein, the Parent may not elect to deliver any shares of Common Stock in exchange for Partnership Units or Warrants submitted for redemption by a Holder pursuant to [Section 8(b)] to the extent that delivery of such shares of Common Stock would, upon giving effect to such delivery, cause # the aggregate number of shares of Common Stock (or the combined voting power of the securities of the Parent) beneficially owned by the Holder, its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, to exceed 9.99% (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock of the Company (or the combined voting power of all of the securities of the Company) following such delivery. By written notice to the Company, a Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified in such notice, or remove such limitation in its entirety; provided, however, that any such modification or removal of the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

Ownership of Collateral. Each Grantor owns, or has valid rights as a lessee or licensee with respect to, all Collateral purported to be pledged by it hereunder, free and clear of any Liens except for the Liens granted hereunder and except for other Permitted Liens. No security agreement, financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any government or public office, and no Grantor has filed or consented to the filing of any such statement or notice, except # Uniform Commercial Code financing statements naming the Administrative Agent as secured party, # security instruments filed in the U.S. Copyright Office or the U.S. Patent and Trademark Office naming the Administrative Agent as secured party and # as may be otherwise permitted by the Amended and Restated Credit Agreement.

Stock Ownership Policy. Until you have met the Company’s Independent Board of Directors Stock Ownership and Retention Policy (the “Policy”), You agree that You will be required to defer all Awards granted until You have achieved the appropriate number of such Shares in accordance with the requirements of the Policy.

Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

The information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.