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Change of Control.Change of Control” means # the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any merger, consolidation or other form of reorganization in which outstanding shares of the Company are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring entity or its subsidiary, but excluding any transaction effected primarily for the purpose of changing the Company’s jurisdiction of incorporation), unless the Company’s stockholders of record as constituted immediately prior to such transaction or series of related transactions will, immediately after such transaction or series of related transactions hold at least a majority of the voting power of the surviving or acquiring entity, except that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board and in which the Board determines is not a Change of Control for the purposes of this Agreement will not be considered a Change of Control, or # a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company.

Change of Control. “Change ofin Controlmeansmeans, with respect to # the acquisition of the Company by another entity by means ofCompany, any transaction or series of related transactions (including, without limitation, any merger, consolidation or(including mergers, consolidations and other formforms of reorganization inbusiness consolidations) following which outstanding sharescontinuing shareholders of the Company are exchanged forhold less than 50% of the outstanding voting securities or other consideration issued, or caused to be issued, byof either the acquiringCompany, the entity or its subsidiary, but excluding any transaction effected primarily for the purpose of changing the Company’s jurisdiction of incorporation), unless the Company’s stockholders of record as constituted immediately prior tosurviving such transaction or seriesany direct or indirect parent entity of related transactions will, immediately after such transactioncontinuing or series of related transactions hold at least a majority of the voting power of the surviving or acquiring entity, except that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board and in which the Board determines is not a Change of Control for the purposes of this Agreement will not be considered a Change of Control,entity or # athe sale, lease, license, transfer or other dispositiondisposal of all or substantially all of the business or assets of the Company other than to a Person that is and for so long as it continues to be majority owned and controlled, directly or indirectly, subsidiary of the Company.

Change ofin Control. Change of Control” meansA “Change in Control” shall mean the following: # the acquisitionany consolidation or merger of the Company by another entity by means ofwith or into any transaction or series of related transactions (including, without limitation, any merger, consolidationother corporation or other form ofentity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which outstanding sharesthe stockholders of the Company are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring entity or its subsidiary, but excluding any transaction effected primarily for the purpose of changing the Company’s jurisdiction of incorporation), unless the Company’s stockholders of record as constituted immediately prior to such transactionconsolidation, merger or series of related transactions will, immediately after such transaction or series of related transactionsreorganization, continue to hold at least a majority of the voting power of the surviving entity (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or acquiring entity, except thatreorganization; # any changetransaction or series of related transactions to which the Company is a party in the ownershipwhich in excess of fifty percent (50%) of the stockCompany’s voting power is transferred; provided that the foregoing shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or indebtedness of the Company asis cancelled or converted or a result of a private financing of the Company that is approved by the Board and in which the Board determines is not a Change of Control for the purposes of this Agreement will not be considered a Change of Control,combination thereof; or # a sale, lease, transferexclusive license or other disposition of all or substantially all of the assets of the Company.

Change in Control. For all purposes of Control.this Agreement,Change ofin Controlmeansshall mean: # the acquisitioncompletion of the Companyone or more transactions by anotherwhich any person or entity by means of any transaction or series of related transactions (including, without limitation, any merger, consolidation or other form of reorganization in which outstanding shares of the Company are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring entity(and his, her or its subsidiary, but excluding any transaction effected primarily foraffiliates) becomes the purpose of changing the Company’s jurisdiction of incorporation), unless the Company’s stockholders of record as constituted immediately prior to such transactionbeneficial owner 50.1% or series of related transactions will, immediately after such transaction or series of related transactions hold at least a majoritymore of the voting power of the Company’s securities; or # any merger, consolidation or liquidation of the Company in which the Company is not the continuing or surviving company or acquiring entity, except that any changepursuant 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 stockCommon Stock of the Company as a result of a private financing ofsurviving company immediately after the Company that is approved by the Board and in which the Board determines is not a Change of Control for the purposes of this Agreement will not be considered a Change of Control,merger; or # a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company.Company are sold or otherwise to parties that are not within a “controlled group of corporations” (as defined in Section 1563 of the Internal Revenue Code of 1986, as amended) in which the Company is a member at the time of such sale or transfer.

Change of Control. “Change ofin Control” means the occurrence of any of the following events: # any sale or exchange of the acquisitioncapital stock by the stockholders of the Company in one transaction or series of related transactions where more than fifty percent (50%) of the outstanding voting power of the Company is acquired by anothera person or entity by meansor group of related persons or entities; or # any reorganization, consolidation or merger of the Company where the outstanding 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 (including, without limitation, any merger, consolidationthat results in the sale of all or other form of reorganization in which outstanding sharessubstantially all of the Company are exchanged forassets of the Company; or # any “person” or “group” (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) becoming the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly of securities or other consideration issued, or caused to be issued, by the acquiring entity or its subsidiary, but excluding any transaction effected primarily for the purpose of changing the Company’s jurisdiction of incorporation), unless the Company’s stockholders of record as constituted immediately prior to such transaction or series of related transactions will, immediately after such transaction or series of related transactions hold at least a majorityrepresenting more than fifty percent (50%) of the voting power of the surviving or acquiring entity, exceptCompany then outstanding. Except that any change in the beneficial ownership of the stocksecurities of the Company as a result of a private financing of the Company that is approved by the Board and in which the Board determines isBoard, shall not be deemed to be a Change of Control for the purposes of this Agreement will not be considered a Change of Control, or # a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company.in Control.

Change of Control. “Change of Controlmeans # the acquisition of the Company by another entity by means of anyshall mean a transaction or a series of related transactions (including, without limitation, any merger,involving (i) a consolidation or other form of reorganization in which outstanding sharesmerger of the Company are exchanged for securities or other consideration issued, or caused to be issued, bywhich results in the acquiring entity or its subsidiary, but excluding any transaction effected primarily for the purpose of changing the Company’s jurisdiction of incorporation), unless the Company’s stockholders of record as constitutedthe Company immediately prior to suchthe transaction or series of related transactions will, immediately after such transaction or series of related transactions hold at leastowning less than a majority of the equity or voting power of the surviving or acquiring entity, except that any change in(ii) the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board and in which the Board determines is not a Change of Control for the purposes of this Agreement will not be considered a Change of Control, or # a sale, lease, transfer or other dispositionlease of all or substantially all of the Company’s assets taken as a whole together with any assets of the Company.Company’s subsidiaries, whether by merger, consolidation or otherwise, and whether in a single transaction or a series of related transactions, (iii) the grant of an exclusive license to all or substantially all of the Company’s intellectual property that is used to generate all or substantially all of the Company’s revenues, or (iv) any sale of all or substantially all of the Company’s equity or any other transaction which results in the stockholders of the Company immediately prior to the transaction owning less than a majority of the equity or voting power of the surviving entity but not including any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or indebtedness of the Company is cancelled or converted (or a combination thereof).

Change of Control. “Change ofin Control” means # the acquisitionconsummation of a merger or consolidation of the Company bywith or into another entity by meansor # the dissolution, liquidation or winding up of any transactionthe Company. The foregoing notwithstanding, a merger or series of related transactions (including, without limitation, any merger, consolidation or other form of reorganization in which outstanding shares of the Company are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring entity or its subsidiary, but excluding any transaction effected primarily for the purpose of changing the Company’s jurisdiction of incorporation), unless the Company’s stockholders of record as constituted immediately prior to such transaction or series of related transactions will,does not constitute a “Change in Control” if immediately after such transactionthe merger or series of related transactions hold at leastconsolidation a majority of the voting power of the capital stock of the continuing or surviving entity, or acquiringany direct or indirect parent corporation of the continuing or surviving entity, except that any change inwill be owned by the persons who were the Company’s stockholders immediately prior to the merger or consolidation insubstantially the same proportions as their ownership of the stockvoting power of the Company as a result of a private financing ofCompany’s capital stock immediately prior to the Company that is approved by the Board and in which the Board determines is not a Change of Control for the purposes of this Agreement will not be considered a Change of Control,merger or # a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company.consolidation.

Change of Control. “Change of Control” means # the acquisitionFor purposes of the CompanyPlan, a “Change in Control” shall mean # a sale or other disposition of all or substantially all (as determined by another entity by meansthe Board of any transactionDirectors in its sole discretion) of the assets of the Company; or series of related transactions (including, without limitation, any# a merger, consolidation or other form of reorganizationsimilar transaction in which outstanding shares of the Company are exchanged for securities or other consideration issued, or caused to be issued, byis not the acquiring entity or its subsidiary, but excluding anysurviving corporation (other than a transaction effected primarily forin which stockholders immediately before the purpose of changing the Company’s jurisdiction of incorporation), unless the Company’s stockholders of record as constituted immediately prior to such transaction or series of related transactions will,have, immediately after such transaction or series of related transactions holdthe transaction, at least a majority of the voting power of the surviving corporation); or acquiring entity, except that any change in# the ownership of the stock of the Company as a resultconsummation of a private financing of the Company that is approved by the Board andmerger, consolidation or similar transaction in which the Board determinesCompany is notthe surviving corporation but the shares of the Company’s Common Stock outstanding immediately preceding the transaction are converted by virtue of the transaction into other property, whether in the form of securities, cash or otherwise (other than a Changetransaction in which stockholders immediately before the transaction have, immediately after the transaction, at least a majority of Controlthe voting power of the surviving corporation); or # any transaction or series of related transactions in which in excess of 50% of the Company’s voting power is transferred, other than the sale by the Company of stock in transactions the primary purpose of which is to raise capital for the purposes of this Agreement will not be considered a Change of Control, or # a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company.Company’s operations and activities.

Change ofin Control. “Change ofin Controlmeans #shall mean the acquisition of the Company by another entity by meansconsummation of any transaction or series of related transactions (including, without limitation, any merger, consolidationpursuant to which one or other formmore Persons or group of reorganization in which outstanding sharesPersons acquires # capital stock of the Company are exchanged for securities or other consideration issued, or causedpossessing the voting power sufficient to be issued, by the acquiring entity or its subsidiary, but excluding any transaction effected primarily for the purpose of changing the Company’s jurisdiction of incorporation), unless the Company’s stockholders of record as constituted immediately prior to such transaction or series of related transactions will, immediately after such transaction or series of related transactions hold at leastelect a majority of the voting powermembers of the survivingBoard or acquiring entity, except that any change in the ownershipboard of directors of the stocksuccessor to the Company (whether such transaction is effected by merger, consolidation, recapitalization, sale or transfer of the Company as a result of a private financing of the Company that is approved by the Board and in which the Board determines is not a Change of Control for the purposes of this Agreement will not be considered a Change of Control,Company’s capital stock or # a sale, lease, transferotherwise) or other disposition of# all or substantially all of the assets of the Company.Company and its subsidiaries.

Change of Control. “ChangeControl” shall mean (i) a sale of Control” means #all or substantially all the acquisitionassets of the Company; (ii) a merger into or consolidation of the Company with any other corporation, except any such merger or consolidation involving the Company or a subsidiary of the Company in which the holders of capital stock of the Company immediately prior to such a merger or consolidation continue to hold immediately following such merger or consolidation at least fifty percent (50%) by voting power of the capital stock of (A) the surviving or resulting corporation or (B) if the surviving or resulting corporation is a wholly owned subsidiary of another entity by meanscorporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or (iii) any transaction or series of related transactions (including, without limitation, any merger, consolidation or other form of reorganizationto which the Company is a party in which outstanding sharesin excess of fifty percent (50%) of the Company are exchanged for securities orCompany’s voting stock is transferred, other consideration issued, or caused to be issued, by the acquiring entity or its subsidiary, but excluding anythan such a transaction effectedcompleted primarily for the purpose of changing the Company’s jurisdiction of incorporation), unless the Company’s stockholders of record as constituted immediately prior to such transaction or series of related transactions will, immediately after such transaction or series of related transactions hold at least a majority of the voting power of the surviving or acquiring entity, except that any change in the ownership of the stock of the Company as a result of a privateequity financing of the Company that is approved by the Board and in which the Board determines is not a Change of Control for the purposes of this Agreement will not be considered a Change of Control, or # a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company.purposes.

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