Common use of Qualifying Change of Control Clause in Contracts

Qualifying Change of Control. Notwithstanding anything herein to the contrary, in the event of a Qualifying Change of Control as defined below, then, without any action by the Board or any Committee of the Board, this Option shall become immediately exercisable to the extent of 100% of the aggregate number of shares specified herein, less any shares or securities previously purchased by Participant pursuant to an exercise pursuant hereto. For purposes of this Paragraph 6(c), a “Qualifying Change of Control” includes any Change of Control if (i) immediately prior to the Change of Control, any Series A Preferred Stock of the Company, any Series B Preferred Stock of the Company or any Conversion Shares shall remain outstanding and (ii) in connection with such Change of Control, a majority of the sum of the shares of then outstanding Series A Preferred Stock of the Company, Series B Preferred Stock of the Company and Conversion Shares, taken as a whole, is Exchanged for Consideration with a Per Share Value equal to or in excess of the Threshold Price. Solely for purposes of determining whether a majority of the sum of the shares of then outstanding Series A Preferred Stock, Series B Preferred Stock and Conversion Shares shall have been Exchanged, the number of then outstanding shares of Series A Preferred Stock and Series B Preferred Stock shall be deemed to be the total number of Conversion Shares into which such outstanding Series A Preferred Stock and Series B Preferred Stock is then convertible. Notwithstanding anything herein stated, for purposes of this definition, no Qualifying Change of Control shall be deemed to have occurred following the closing of a “Qualified Public Offering,’ as defined in the Amended and Restated Certificate of Incorporation of the Company. For purposes of the definition of “Qualifying Change of Control”, the following terms shall have the following meanings:

Qualifying Change of Control. Notwithstanding anything herein to the contrary, in the event of a Qualifying Change of Control as defined below, then, without any action by the Board or any Committee of the Board, this Option the Shares shall become fully vested and the risks of forfeiture on the Shares shall immediately exercisable to the extent of 100% of the aggregate number of shares specified herein, less any shares or securities previously purchased by Participant pursuant to an exercise pursuant heretolapse. For purposes of this Paragraph 6(c5(c), a “Qualifying Change of Control” includes any Change of Control if (i) immediately prior to the Change of Control, any Series A Preferred Stock of the Company, any Series B Preferred Stock of the Company or any Conversion Shares shall remain outstanding and (ii) in connection with such Change of Control, a majority of the sum of the shares of then outstanding Series A Preferred Stock of the Company, Series B Preferred Stock of the Company and Conversion Shares, taken as a whole, is Exchanged for Consideration with a Per Share Value equal to or in excess of the Threshold Price. Solely for purposes of determining whether a majority of the sum of the shares of then outstanding Series A Preferred Stock, Series B Preferred Stock and Conversion Shares shall have been Exchanged, the number of then outstanding shares of Series A Preferred Stock and Series B Preferred Stock shall be deemed to be the total number of Conversion Shares into which such outstanding Series A Preferred Stock and Series B Preferred Stock is then convertible. Notwithstanding anything herein stated, for purposes of this definition, no Qualifying Change of Control shall be deemed to have occurred following the closing of a “Qualified Public Offering,’ as defined in the Amended and Restated Certificate of Incorporation of the Company. For purposes of the definition of “Qualifying Change of Control”, the following terms shall have the following meanings: