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(i) the Corporation is merged or consolidated or reorganized into or with another company or other legal entity, and as a
result of such merger, consolidation or reorganization less than a majority of the combined voting power of the then-outstanding
securities of such resulting company or entity immediately after such transaction is held directly or indirectly in the aggregate by the
holders of voting securities of the Corporation immediately prior to such transaction, including voting securities issuable upon the
exercise or conversion of options, warrants or other securities or rights;
(ii) the Corporation sells or otherwise transfers all or substantially all of its assets to another company or other legal entity,
and as a result of such sale or other transfer of assets, less than a majority of the combined voting power or the then-outstanding
securities of such company or other entity immediately after such sale or transfer is held directly or indirectly in the aggregate by the
holders of voting securities of the Corporation immediately prior to such sale or transfer, including voting securities issuable upon
exercise or conversion of options, warrants or other securities or rights;
(iii) a report is filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated
pursuant to the Exchange Act, disclosing that any “person” (as that term is used in Section 13(d)(3) or Section 14(d)(2) of the
Exchange Act) has become the “beneficial owner” (as that term is used in Rule 13d-3 promulgated under the Exchange Act) of
securities representing 50 percent or more of the voting securities of the Corporation (or any successor thereto by operation of law or
by reason of the acquisition of all or substantially all of the assets of the Corporation), including voting securities issuable upon the
exercise of options, warrants or other securities or rights; or
(iv) the Corporation (or any successor thereto by operation of law or by acquisition of all or substantially all of the assets of
the Corporation) files a report or proxy statement pursuant to the Exchange Act disclosing in response to Form 8-K or Schedule 14A
(or any successor schedule, form, report or item therein) that a change in control of the Corporation (or such successor) has occurred;
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rovided, however, notwithstanding the provisions of (iii) and (iv) above, a “Change of Control” shall not be deemed to have occurred solely
because (1) the Corporation, (2) an entity in which the Corporation directly or indirectly beneficially owns 50 percent or more of the voting
securities or (3) any Corporation-sponsored employee stock ownership plan or other employee benefit plan of the Corporation, either files or
becomes obligated to file a report or proxy statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or
any successor form, report, schedule or item therein) under the Exchange Act, disclosing beneficial ownership by it of voting securities,
whether in excess of 50 percent or otherwise, or because the Corporation reports that a change of control of the Corporation has or may have
occurred or will or may occur in the future by reason of such beneficial ownership.
(h) “Code” means the Internal Revenue Code of 1986, as amended from time to time.
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