Company Uses in Change of Control Clause

Change of Control from Employment Agreement

This Employment Agreement ("Agreement") is made in the State of Washington by and between Mark Austin ("Employee") and IsoRay, Inc. a Minnesota corporation (the "Company").

Change of Control. Notwithstanding anything to the contrary in the Company's existing or future incentive plans or any award agreement granted to Employee thereunder, upon a Change of Control, all of Employee's outstanding unvested equity-based awards granted pursuant to the incentive plans, at Employee's option, shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. -Change of Control" shall mean the first of the following events to occur after the Effective Date:

Change of Control from Common Stock Purchase Warrant

This Warrant is issued to the Registered Holder pursuant to and is subject to the terms and conditions of the Merger Agreement by and among the Company, KeyStone Solutions, Inc., a Delaware corporation (KeyStone), Brekford Corp., a Delaware corporation and the other parties named therein dated as of February 10, 2017 (the Merger Agreement). Upon the Closing of the Merger Agreement (Closing), KeyStone became a wholly-owned subsidiary of the Company. As part of the merger consideration therefor, among other things, the Registered Holder received this Warrant in exchange for a warrant to purchase shares of the common stock of KeyStone, originally issued to the Registered Holder on January 25, 2017. As of the Closing, this Warrant and the Warrant Stock are registered with the U.S. Securities and Exchange Commission (the SEC) on a Registration Statement on Form S-4 (the Registration Statement), which became effective as of [*], 2017; however, this registration will be subject at all times t

Change of Control. In the event of a Change of Control of the Company, if the shares of Common Stock of the Company become convertible or exchangeable for the shares of Common Stock of another company (the Company (organization) values">Change of Control Company), whether by virtue of the Change of Control Company being the merged, consolidated, surviving, controlling or other entity in a transaction constituting a Change of Control, then this Warrant shall be converted into and exchangeable for a warrant to purchase shares of the common stock of the Change of Control Company; provided, further, that price per share of common stock of the Change of Control Company purchasable pursuant to this section will be calculated based upon the following formula: the numerator shall be the Exercise Price and the denominator shall be the number of shares for which each share of the Company is exchanged or, at the option of the Registered Holder, in accordance with Section 2.c above. It shall be the obligation of the Company to assure and effectuate the foregoing, to advise all parties to the Change of Control of this obligation and the rights of the Registered Holder hereunder, and to obtain the written assumption by the Change of Control Company of this Warrant and the obligations of the Company hereunder and to provide a copy thereof to the Registered Holder. For purposes of this Warrant, the term Change of Control shall mean any of the following:

Change of Control from Common Stock Purchase Warrant

This Warrant is issued to the Registered Holder pursuant to and is subject to the terms and conditions of the Merger Agreement by and among the Company, KeyStone Solutions, Inc., a Delaware corporation (KeyStone), Brekford Corp., a Delaware corporation and the other parties named therein dated as of February 10, 2017 (the Merger Agreement). Upon the Closing of the Merger Agreement (Closing), KeyStone became a wholly-owned subsidiary of the Company. As part of the merger consideration therefor, among other things, the Registered Holder received this Warrant in exchange for a warrant to purchase shares of the common stock of KeyStone, originally issued to the Registered Holder on January 25, 2017. As of the Closing, this Warrant and the Warrant Stock are registered with the U.S. Securities and Exchange Commission (the SEC) on a Registration Statement on Form S-4 (the Registration Statement), which became effective as of [*], 2017; however, this registration will be subject at all times t

Change of Control. In the event of a Change of Control of the Company, if the shares of Common Stock of the Company become convertible or exchangeable for the shares of Common Stock of another company (the Change of Control Company), whether by virtue of the Change of Control Company being the merged, consolidated, surviving, controlling or other entity in a transaction constituting a Change of Control, then this Warrant shall be converted into and exchangeable for a warrant to purchase shares of the common stock of the Change of Control Company; provided, further, that price per share of common stock of the Change of Control Company purchasable pursuant to this section will be calculated based upon the following formula: the numerator shall be the Exercise Price and the denominator shall be the number of shares for which each share of the Company is exchanged or, at the option of the Registered Holder, in accordance with Section 2.c above. It shall be the obligation of the Company to assure and effectuate the foregoing, to advise all parties to the Change of Control of this obligation and the rights of the Registered Holder hereunder, and to obtain the written assumption by the Change of Control Company of this Warrant and the obligations of the Company hereunder and to provide a copy thereof to the Registered Holder. For purposes of this Warrant, the term Change of Control shall mean any of the following:

Change of Control from Employee Stock Purchase Plan

This Biotelemetry, Inc. 2017 Employee Stock Purchase Plan (the Plan) is effective May 11, 2017 (the Effective Date), subject to approval by the Companys stockholders within twelve (12) months after the Effective Date. If stockholder approval is not obtained, then this Plan and any grants made hereunder, shall immediately terminate and be null and void.

Change of Control. In the event of a Change of Control, each outstanding option shall be assumed or an equivalent option substituted by the successor company or parent thereof (the Successor Company). In the event that the Successor Company refuses to assume or substitute for the option, any offering then in progress shall be shortened by setting a new Purchase Date. The new Purchase Date shall be a specified date before the date of the Change of Control. The Administrator shall notify each participant in writing, prior to the new Purchase Date, that the Purchase Date for the participants option has been changed to the new Purchase Date and that the participants option shall be exercised automatically on the new Purchase Date, unless prior to such date the participant has withdrawn from an offering then in progress or the Plan as provided in Section 9.

Change of Control from Employment Agreement

EMPLOYMENT AGREEMENT (this "Agreement"), dated April 30, 2017, between Liberty Tax, Inc. a Delaware corporation ("Company"), JTH Tax Inc., a Delaware corporation ("Subco" and together with Company, the "Employers"), and any of their respective successors, and Edward L. Brunot (the "Executive").

Change of Control. For purposes of this Agreement, "Change of Control" shall mean the occurrence of any of the following events: (i) a sale, transfer, disposition or other transaction in which the beneficial owners (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of the total voting power of the Class A common stock of Company immediately prior to such transaction shall cease to be the beneficial owners, directly or indirectly, of at least 50% of the total voting power of Class A common stock of Company immediately after such transaction; (ii) the stockholders of Company approve a plan of complete liquidation or dissolution of Company; or (iii) there is consummated in one or more transactions an agreement for the sale or disposition by Company of all or substantially all of Company's consolidated assets, other than any such sale or disposition of assets immediately following which the individuals who comprise the Board immediately prior thereto (or individuals who are elected to the Board with the affirmative vote of a majority of the individuals who comprise the Board immediately prior thereto) constitute at least a majority of the board of directors of (a) any parent of the entity to which such assets are sold or disposed, or (b) if there is no such parent, such entity.

Change of Control from Employment Agreement

This employment agreement (the "Agreement") is dated as of May 18, 2017 by and between NanoFlex Power Corporation, a Florida corporation (the "Company") and Ronald V. DaVella (the "Executive.")

Change of Control. Upon a Change of Control (as hereinafter defined), the Executive shall receive all compensation due for the Term of this Agreement. This Agreement will be enforceable but the duties and responsibilities may change for the Executive subject to mutual agreement between the Executive and the new ownership or the Executive may voluntarily terminate his employment hereunder and receive the compensation described in Section 6.2(a). If the Executive does not voluntarily terminate his employment, then the Executive (or his estate) shall receive all compensation provided by this Agreement herein at such times as he would have received them if there was no Change of Control. Additionally, in the event of a Change of Control during the Term, the Warrant Shares, and any additional unvested equity compensation granted by the Company to the Executive hereunder, shall vest immediately upon the occurrence of a Change of Control. For purposes of this Agreement "Change of Control" means the occurrence of any of the following events: (a) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act") becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power of the Company's then outstanding voting securities or 50% or more of the fair market value of the Company; or (b) The Company has sold all or substantially all of its assets to another person or entity that is not a majority-owned subsidiary of the Company. Notwithstanding the preceding, the above-listed events must satisfy the requirements of Treasury Regulation Section 1.409A-3(i)(5) in order to be deemed a Change of Control.

Change of Control from Performance Share Agreement

We are pleased to confirm that, as a key employee of Rockwell Collins, Inc. ("Rockwell Collins" or the "Company") or one of its subsidiaries, you have been granted performance shares denominated in shares of the Company's common stock. You have been granted the number of target shares set forth in the letter to you from Robert K. Ortberg dated November 14, 2016 (the "Performance Shares") pursuant to this agreement (this "Agreement") and the Rockwell Collins 2015 Long-Term Incentives Plan (the "Plan").

Change of Control. (a) Notwithstanding any other provision of this Agreement to the contrary, in the event that during the Performance Period your employment is terminated on or after a Change of Control (as defined in the Plan) (i) by the Company other than for Cause (as defined in Section 11(b)) or (ii) by you for Good Reason (as defined in Section 11(c)), your award shall become nonforfeitable and shall be paid out on the date of your "separation from service" within the meaning of Section 409A to the extent applicable, as if the Performance Period hereunder had been completed or satisfied and as if the Final Award Percentage for the Performance Period enabled a payment to you pursuant to Section 2 of the amount that is equal to your target performance shares for the Performance Period multiplied by the average actual percentage payout for the Company's long-term incentive performance shares for the prior three completed performance periods.(b) For purposes of Sections 8 and 11(a), termination for "Cause" shall mean:

Change of Control from Stock Option Grant Agreement

This STOCK OPTION GRANT AGREEMENT (the "Agreement"), dated as of February 24, 2016 (the "Date of Grant"), is delivered by Spanish Broadcasting System, Inc. (the "Company" or "SBS"), to you (the "Grantee"). Capitalized terms used herein but not defined herein have the meanings given to them in the Spanish Broadcasting System, Inc. 2006 Omnibus Equity Compensation Plan.

Change of Control. The provisions of the Plan applicable to a Change in Control shall apply to the Options, and, in the event of a Change in Control, the Options shall automatically become fully exercisable so long as Grantee was serving as an officer or director of the Company prior to the Change in Control.

Change of Control from Stock Option Grant Agreement

This STOCK OPTION GRANT AGREEMENT (the "Agreement"), dated as of February 24, 2016 (the "Date of Grant"), is delivered by Spanish Broadcasting System, Inc. (the "Company" or "SBS"), to you (the "Grantee"). Capitalized terms used herein but not defined herein have the meanings given to them in the Spanish Broadcasting System, Inc. 2006 Omnibus Equity Compensation Plan.

Change of Control. The provisions of the Plan applicable to a Change in Control shall apply to the Options, and, in the event of a Change in Control, the Options shall automatically become fully exercisable so long as Grantee was serving as a director of the Company prior to the Change in Control.

Change of Control from Stock Option Grant Agreement

This STOCK OPTION GRANT AGREEMENT (the "Agreement"), dated as of February 24, 2016 (the "Date of Grant"), is delivered by Spanish Broadcasting System, Inc. (the "Company" or "SBS"), to you (the "Grantee"). Capitalized terms used herein but not defined herein have the meanings given to them in the Spanish Broadcasting System, Inc. 2006 Omnibus Equity Compensation Plan.

Change of Control. The provisions of the Plan applicable to a Change in Control shall apply to the Options, and, in the event of a Change in Control, the Options shall automatically become fully exercisable so long as Grantee was serving as an officer or director of the Company prior to the Change in Control.