fifty percent 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 Executive Employment Agreement

THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of June 2, 2017 (the "Effective Date") by and between NovaBay Pharmaceuticals, Inc. ("Company") and Mark Sieczkarek ("Executive").

Change of Control. In the event that Executive is terminated in connection with a Change of Control (as hereinafter below), in exchange for Executive signing and not revoking a general release of claims in a form acceptable to the Company, Executive shall be entitled to (i) an amount equal to twice Executive's Base Salary ("CoC Severance") and (ii) an amount equal to the cash portion of Executive's target Annual Bonus for the fiscal year in which the termination occurs (with it deemed that all performance goals have been met at one hundred percent (100%) of budget or plan) multiplied by one hundred fifty percent (150%). For a period of eighteen (18) months, Executive may elect coverage for, and the Company shall reimburse Executive for, the amount of his premium payments for group health coverage, if any, elected by Executive pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); provided, however, that Executive shall be solely responsible for all matters relating to his continuation of coverage pursuant to COBRA, including (without limitation) his election of such coverage and his timely payment of premiums.

Change of Control from Incentive Plan

THIS AGREEMENT (the "Agreement"), made effective as of February 21, 2017 (the "Grant Date"), between BB&T CORPORATION, a North Carolina corporation ("BB&T"), for itself and its Affiliates, and the Employee (the "Participant") specified in the above Notice of Grant and Agreement (the "Notice of Grant"), is made pursuant to and subject to the provisions of the BB&T Corporation 2012 Incentive Plan, as it may be amended and/or restated (the "Plan").

Change of Control. If, while the Participant is an Employee, there is a Change of Control during the Performance Period, the Performance Period shall, notwithstanding anything to the contrary elsewhere in this Agreement, end upon the date of the Change of Control and the Participant's Award shall be paid within two and one-half (2 1/2) months following a Change of Control as provided in Section 5(b) herein, calculated as follows: provided that the Absolute Performance Goal of Section 2(c)(i)(aa) is met for the completed calendar year(s) during such shortened Performance Period (and if there are no completed calendar years during such shortened Performance Period, the Absolute Performance Goal of Section 2(c)(i)(aa) shall be deemed to be met), Participant's Award shall be the sum of (1) and (2) as follows (and payable in accordance with Section 5(b) of this Agreement): (1) for completed calendar year(s) during the shortened Performance Period, an Award amount shall be calculated by multiplying the Shares by a fraction, the numerator of which is the number of completed year(s) and the denominator of which is 3, and then by determining the actual Level of Achievement attained during such completed calendar year(s) adjusted by the TSR Modifier (and subject to the Maximum Award payment of 125% of the Shares) as provided in Section 2(c)(i)(cc) and Exhibit A, applied thereto for the completed calendar year(s) of the Performance Period; and (2) for the remaining uncompleted calendar year(s) in the Performance Period, an Award amount calculated by multiplying the Shares by a fraction, the numerator of which is the number of uncompleted calendar year(s) and the denominator of which is 3, and then multiplying the product thereof by the Target Level of Achievement for the Relative Performance Goal in Exhibit A.(ii)(1) For purposes of Section 2(b)(i)(3) above, a "Change of Control" will be deemed to have occurred on the earliest of the following dates: (A) the date any person or group of persons (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), together with its affiliates, excluding employee benefit plans of BB&T and its Affiliates, is or becomes, directly or indirectly, the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act) of securities of BB&T representing thirty percent (30%) or more of the combined voting power of BB&T's then outstanding securities; or (B) the date when, as a result of a tender offer or exchange offer for the purchase of securities of BB&T (other than such an offer by BB&T for its own securities), or as a result of a proxy contest, merger, consolidation or sale of assets, or as a result of any combination of the foregoing, individuals who at the beginning of any consecutive twelve- (12-) month period during the Performance Period of the Award constituted BB&T's Board, plus new directors whose election or nomination for election by BB&T's shareholders is approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of such twelve- (12-) month period (collectively, the "Continuing Directors"), cease for any reason during such twelve- (12-) month period to constitute at least two-thirds of the members of such board of directors; (C) the date the shareholders of BB&T approve an agreement for the sale or disposition by BB&T of all or substantially all of BB&T's assets within the meaning of Section 409A; or (D) the date that any one person, or more than one person acting as a group, acquires ownership of stock of BB&T 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 BB&T within the meaning of Section 409A.(2) Notwithstanding Section 2(b)(i)(3) and (ii)(1) above, the term "Change of Control" shall not include any event that is a "Merger of Equals." For purposes of the Plan and this Agreement, the term "Merger of Equals" means any event that would otherwise qualify as a Change of Control if the event (including, if applicable, the terms and conditions of the related agreements, exhibits, annexes, and similar documents) satisfies all of the following conditions as of the date of such event: (A) the Board of BB&T or, if applicable, a majority of the Continuing Directors has, prior to the change in control event, approved the event; (B) at least fifty percent (50%) of the common stock of the surviving corporation outstanding immediately after consummation of the event, together with at least fifty percent (50%) of the voting securities representing at least fifty percent (50%) of the combined voting power of all voting securities of the surviving corporation outstanding immediately after the event shall be owned, directly or indirectly, by the persons who were the owners, directly or indirectly, of the common stock and voting securities of BB&T immediately before the consu

Change of Control from Incentive Plan

THIS AGREEMENT (the "Agreement"), made effective as of February 21, 2017 (the "Grant Date"), between BB&T CORPORATION, a North Carolina corporation ("BB&T"), and <<First Name>> <<MI>> <<Last Name>>, an Employee (the "Participant").

Change of Control. If, while the Participant is an Employee, there is a Change of Control during the Performance Period, the Performance Period shall, notwithstanding anything to the contrary elsewhere in this Agreement, end upon the date of the Change of Control and the Participant's Award shall be paid within two and one-half (2 1/2) months following a Change of Control as provided in Section 5(b) herein, calculated based on the Participant's base salary received during the shortened Performance Period (that commenced on January 1, 2017, and ended on the date of the Change of Control) averaged over the original three (3) year Performance Period ("Averaged Base Salary") as follows: (aa) the Participant's Averaged Base Salary shall first be multiplied by the Participant's Target % to arrive at a dollar amount (the "Product"); (bb) the Product shall then be divided by the number of months in the shortened Performance Period to arrive at a dollar amount (the "Quotient"); (cc) provided that the Absolute Performance Goal of Section 2(c)(i)(aa) is met for the completed calendar years during such shortened Performance Period (and if there are no completed calendar years during such shortened Performance Period, the Absolute Performance Goal of Section 2(c)(i)(aa) shall be deemed to be met), Participant's Award shall be the sum of (1) and (2) as follows (and payable in accordance with Section 5(b) of this Agreement): (1) for completed calendar year(s) during the shortened Performance Period, an Award amount shall be calculated by multiplying the Quotient by the number of months in the completed calendar year(s) and then by the actual Level of Achievement attained during such completed calendar year(s) adjusted by the TSR Modifier for the completed calendar year(s) (and subject to the Maximum Award payment of 125% of the Participant's Target %); and (2) for a partially completed calendar year in which a Change of Control occurs, an Award amount calculated by multiplying the Quotient by the number of months in the partially completed calendar year and then by the Target Level of Achievement for the Relative Performance Goal in Exhibit A.(ii)(1) For purposes of Section 2(b)(i)(3) above, a "Change of Control" will be deemed to have occurred on the earliest of the following dates: (A) the date any person or group of persons (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), together with its affiliates, excluding employee benefit plans of BB&T and its Affiliates, is or becomes, directly or indirectly, the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act) of securities of BB&T representing thirty percent (30%) or more of the combined voting power of BB&T's then outstanding securities; or (B) the date when, as a result of a tender offer or exchange offer for the purchase of securities of BB&T (other than such an offer by BB&T for its own securities), or as a result of a proxy contest, merger, consolidation or sale of assets, or as a result of any combination of the foregoing, individuals who at the beginning of any consecutive twelve- (12-) month period during the Performance Period of the Award constituted BB&T's Board, plus new directors whose election or nomination for election by BB&T's shareholders is approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of such twelve- (12-) month period (collectively, the "Continuing Directors"), cease for any reason during such twelve- (12-) month period to constitute at least two-thirds of the members of such board of directors; (C) the date the shareholders of BB&T approve an agreement for the sale or disposition by BB&T of all or substantially all of BB&T's assets within the meaning of Section 409A; or (D) the date that any one person, or more than one person acting as a group, acquires ownership of stock of BB&T 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 BB&T within the meaning of Section 409A.(2) Notwithstanding Section 2(b)(i)(3) and (ii)(1) above, the term "Change of Control" shall not include any event that is a "Merger of Equals." For purposes of the Plan and this Agreement, the term "Merger of Equals" means any event that would otherwise qualify as a Change of Control if the event (including, if applicable, the terms and conditions of the related agreements, exhibits, annexes, and similar documents) satisfies all of the following conditions as of the date of such event: (A) the Board of BB&T or, if applicable, a majority of the Continuing Directors has, prior to the change in control event, approved the event; (B) at least fifty percent (50%) of the common stock of the surviving corporation outstanding immediately after consummation of the event, together with at least fifty percent (50%) of the voting securities represe

Change of Control from Amended Employment Agreement

I, Charles M. Dauber, agree to the terms and conditions of employment with American Electric Technologies, Inc., a Florida corporation (the "Company"), set forth in this Amended Employment Agreement ("Agreement"), which clarifies certain of the terms provided in the Employment Agreement between the Company and me dated November 6, 2013.

Change of Control. Change of Control" as used herein occurs (i) if one or more persons or entities acting in concert acquire stock in the Company that constitutes, in the aggregate, more than 50 percent of the total fair market value or voting power of the stock of the Company, and such persons or entities did not own more than 50 percent before such acquisition, (ii) if there is a reorganization, merger or consolidation of the Company with one or more entities and thereafter, shares of the surviving entity are less than fifty percent (50%) owned by the Company or Company's shareholders as of the date of the execution of this Agreement, or (iii) if there is a transfer of substantially all of the property of the Company to another entity neither directly nor indirectly controlled by the Company's present shareholders. (For purposes of this provision, "controlled" means ownership of more than fifty percent (50%) of the voting stock.) h. Amounts Owed to the Company. Any amounts payable to me under this section shall first be applied to repay any amounts I owe the Company.

Change of Control from Asset Purchase Agreement

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of March 15, 2017, by and between PTC Therapeutics, Inc., a Delaware corporation ("Buyer"), and Marathon Pharmaceuticals, LLC, a Delaware limited liability company ("Seller"). Buyer and Seller may be referred to herein, together, as the "Parties" and, individually, as a "Party."

Change of Control. means (i) the acquisition by any Third Party of more than fifty percent (50%) of the Buyer Common Stock or all or substantially all the consolidated assets of Buyer; (ii) any merger, consolidation or similar business combination pursuant to which more than fifty percent (50%) of the outstanding Buyer Common Stock would be converted into cash or securities of such person or group; or (iii) the stockholders of Buyer approve a plan of complete liquidation of Buyer, or an agreement for the sale or disposition by Buyer of all or substantially all of Buyer's assets.(y)

Change of Control from Employment Agreement

This Agreement (as defined below) sets out the terms and conditions of your employment by the Company and will constitute your employment agreement.

Change of Control. shall be deemed to have occurred if any of the following occurs after the Effective Date: .1any "person" or "group" (as such terms are defined below) (a) is or becomes the beneficial owner (except that a "person" or "group" shall be deemed to have beneficial ownership of all shares of capital stock or other equity interests if such person or group has the right to acquire such shares or interests, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, in a transaction or series of related transactions, of shares of capital stock or other interests (including partnership interests) of ESSA Pharma then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of the directors, managers or similar supervisory positions ("Voting Stock") of ESSA Pharma representing more than fifty percent (50%) of the total voting power of all outstanding classes of Voting Stock or (b) has the power, directly or indirectly, for reasons other than solely for investment purposes, to elect a majority of the members of the board of directors of ESSA Pharma; .2a sale of substantially all of the assets of ESSA Pharma; or .3ESSA Pharma enters into a merger, reverse-merger, amalgamation, arrangement, consolidation or other form of business combination, share exchange, reorganization, recapitalization, transfer or other similar transaction with another Person (whether or not ESSA Pharma the surviving entity) and as a result of such transaction (a) the members of the board of directors of ESSA Pharma immediately prior to such transaction constitute less than a majority of the members of the board of directors of ESSA Pharma or such surviving entity immediately following such transaction or (b) the Persons that beneficially owned, directly or indirectly, the shares of Voting Stock of ESSA Pharma immediately prior to such transaction cease to beneficially own, directly or indirectly, shares of Voting Stock of ESSA Pharma representing at least a majority of the total voting power of all outstanding classes of Voting Stock of the surviving entity immediately following such transaction.

Change of Control

*** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Change of Control. means with respect to any Party (the "Acquired Entity") (a) any sale, exchange, transfer, or issuance to or acquisition in one transaction or a series of related transactions by one or more Third Parties of shares representing more than fifty percent (50%) of the aggregate ordinary voting power entitled to vote for the election of directors represented by the issued and outstanding stock of the Acquired Entity or any Affiliate that directly or indirectly controls the Acquired Entity, whether such sale, exchange, transfer, issuance or acquisition is made directly or indirectly, by merger or otherwise, or beneficially or of record, but excluding the issuance of shares in a financing transaction; (b) a merger or consolidation under Applicable Law of the Acquired Entity with a Third Party in which the shareholders of the Acquired Entity or any Affiliate that directly or indirectly controls the Acquired Entity immediately prior to such merger or consolidation do not continue to hold immediately following the closing of such merger or consolidation at least fifty percent (50%) of the aggregate ordinary voting power entitled to vote for the election of directors represented by the issued and outstanding stock of the entity surviving or resulting from such consolidation; or (c) a sale or other disposition of all or substantially all of the assets of the Acquired Entity to one (1) or more Third Parties in one transaction or a series of related transactions.

Change of Control from License and Collaboration Agreement

2009 (the "Effective Date") is by and between Genocea Biosciences, Inc., a Delaware corporation having its principal office at 161 First Street, Suite 2C, Cambridge, MA 02142, United States of America ("Genocea"), and Isconova AB, a corporation organized and existing under the laws of Sweden and having a principal place of business at Uppsala Science Park, SE- 751 83 Uppsala, Sweden ("Isconova"). Genocea and Isconova may each be referred to herein individually as a "Party" and collectively as the "Parties."

Change of Control. means, with respect to a Party, (i) a merger or consolidation of such Party with a Third Party which results in the voting securities of such Party outstanding immediately prior thereto ceasing to represent at least fifty percent (50%) of the combined voting power of the surviving entity immediately after such merger or consolidation, or (ii) a transaction or series of related transactions in which a Third Party, together with its Affiliates, becomes the beneficial owner of fifty percent (50%) or more of the combined voting power of the outstanding securities of such Party, or (iii) the sale or other transfer to a Third Party of all or substantially all of such Party's business to which the subject matter of this Agreement relates.1.7

Change of Control from License Agreement

This license agreement including all Schedules hereto (the Agreement) is entered into as of the latest date of signature appearing below (the Effective Date) by and between UCB Biopharma Sprl, a Belgian corporation with offices located at Allee de la Recherche 60, 1070 Brussels, Belgium (UCB) and Syndax Pharmaceuticals, Inc. a Delaware corporation with offices located at 400 Totten Pond Road, Suite 110, Waltham, Massachusetts 02451, USA (Company). UCB and Company are from time to time referred to herein individually as a Party or collectively as the Parties.

Change of Control. means with respect to a Party, the occurrence of any of the following events: (i) the acquisition by any Third Party (or a group of Third Parties acting in concert), whether in a single transaction or a series of transactions or directly or indirectly, of beneficial ownership of securities of such Party representing more than fifty percent (50%) of the combined voting power of such Partys then outstanding securities entitled to vote generally in the election of directors; (ii) the consummation of a merger or consolidation of such Party with a Third Party, other than a merger or consolidation which would result in such Partys voting securities outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of such Partys voting securities or such surviving entitys voting securities outstanding immediately after such merger or consolidation; or (iii) the bona fide sale, lease, transfer, exclusive license or other disposition, whether in a single transaction or series of related transactions, by such Party (or its Affiliates) of all or substantially all the assets of (A) such Party and its subsidiaries taken as a whole or (B) such Partys subsidiaries, except in the case of both (A) and (B) if such sale, lease, transfer, exclusive license or other disposition is to a majority owned (direct or indirect) subsidiary of such Party.