footnote from lazard engagement letter:
As used in this Agreement, the term "Sale Transaction" means (a) any acquisition, merger, consolidation, or other business combination pursuant
to which the business or assets of the Company are, directly or indirectly, combined with a third party; (b) any acquisition, directly or indirectly,
by a buyer or buyers (which term shall include a "group" of persons as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended,
and shall also include current Stakeholders), of equity interests or options, or any combination thereof, constituting a majority of the then outstanding
stock of the Company or possessing a majority of the then outstanding voting power of the Company; (c) any other purchase or acquisition, directly
or indirectly, by a buyer or buyers (including current Stakeholders) of significant assets, securities or other interests of the Company or (d) the
formation of a joint venture or partnership with the Company or direct investment in the Company for the purpose of effecting a transfer of an
interest in the Company to a third party (including current Stakeholders). For the avoidance of doubt, no issuance of convertible debt obligations
(or any issuance of equity as a result of the conversion of such convertible debt obligations) in exchange for Existing Debt Obligations shall in and
of itself constitute a Sale Transaction.
