Change of Management or Board Composition definition

Change of Management or Board Composition means that (i) Borrower’s senior management shall not include ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇; (ii) Versant Ventures or any of its affiliated funds shall cease to have a representative (currently ▇▇▇▇▇▇ ▇▇▇▇▇▇▇) serving on Borrower’s Board of Directors; or (iii) Alloy Ventures or any of its affiliated funds shall cease to have a representative (currently ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇) serving on Borrower’s Board of Directors. “Commitment One” means the Commitment as that term is used in the Agreement prior to the effect of this Amendment 04. “Commitment Two” means $10,000,000. “Commitment Two Warrant” mean the Warrant in favor of Lender to purchase securities of Borrower, substantially in the form of Exhibit C-2 attached to this Amendment 04 and issued in conjunction with Commitment Two. II. Section 1.1, the following definitions of the Agreement shall be deleted in its entirety and replaced with the following: “Basic Rate” (i) under Commitment One, as defined in the Notes, as amended pursuant to Amendment No. 01, and (ii) under Commitment Two, as defined in the Notes for Advances under Commitment Two. “Commitment” means Commitment One and Commitment Two. “Commitment Fee” means $10,000 under Commitment One and $10,000 under Commitment Two. “Commitment Termination Date” has occurred for Commitment One, and for Commitment Two it means the earliest to occur of (i) July 1, 2008; (ii) any Default or Event of Default, or (iii) Change of Management or Board Composition (unless Lender has waived this condition in writing). “Disclosure Schedule” means the Disclosure Schedule delivered to Lender in connection with the execution and delivery of Amendment No. 04 to this Agreement. “Loan Commencement Date” means (i) for Advances under Commitment One, as defined in the Notes, as amended pursuant to Amendment No. 01, and (ii) for Advances under Commitment Two, as defined in the Notes for Advances under Commitment Two.

Change of Management or Board Composition means that (i) Borrower’s senior management shall not include ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇; (ii) Versant Ventures shall cease to have a representative (currently ▇▇▇▇▇▇ ▇▇▇▇▇▇▇) serving on Borrower’s Board of Directors; or(iii) ▇▇▇▇▇▇ Brothers shall cease to have a representative (currently ▇▇▇▇▇▇ ▇▇▇) serving on Borrower’s Board of Directors;. “Collateral” means: (i) all property listed on Exhibit A attached hereto; and (ii) all products and proceeds of the foregoing, including proceeds of insurance and proceeds of proceeds, provided that, notwithstanding anything to the contrary contained in this Agreement, the term Collateral shall not include (a) any property that is subject to a Lien that is otherwise permitted pursuant to subsection (v) of the definition of ‘Permitted Liens” and Lender agrees to execute any instruments or documents necessary to evidence the intent of the foregoing; (b) more than 65% of the issued and outstanding voting securities of any Subsidiary of Borrower that is not incorporated or organized in the United States; or (c) any of the Company’s Intellectual Property (as defined below). “Commitment” means $13,000,000. “Commitment Fee” means $10,000. “Commitment Termination Date” means the earliest to occur of (i) the earlier to occur of (a) June 1, 2005, if Borrower has not borrowed at least $2,000,000 by such date; (b) September 1, 2005, if Borrower has not borrowed an additional $3,000,000 by such date or (c) December 1, 2005; (ii) any Default or Event of Default that has not been cured by Borrower or waived in writing by Lender, or (iii) Change of Management or Board Composition (unless Lender has waived this condition in writing). “Control Agreement” means an agreement substantially in the form of Exhibit I or otherwise reasonably acceptable to Lender. “Default” means any event that with the passing of time or the giving of notice or both would become an Event of Default. “Default Rate” means the lesser of 5% per annum above the otherwise applicable rate or the highest rate permitted by applicable law. “Disclosure Schedule” means the Disclosure Schedule, dated as of the date hereof, and delivered to Lender in connection with the execution and delivery of this Agreement. “Event of Default” is defined in Section 8. “Funding Date” means any date on which an Advance is made to or on account of Borrower hereunder. “Indebtedness” means (i) all indebtedness for borrowed money or the deferred purchase of property or services, (ii) all obligations e...