definiens: with respect to Flexion, means an event in which : 1.10.1any other Person or group of Persons ( i ) acquires beneficial ownership of securities of Flexion representingmore than fifty percent ( 50 % ) of the voting power of the then outstanding securities of Flexion with respect tothe election of directors of Flexion ( ) or ( ii ) controls such number of the votes atmeetings or votes of the board of directors of Flexion which may pass resolutions in accordance withFlexion ’s corporate charter documents, without or against the other directors not appointed by such otherPerson or group of Persons ; or 1.10.2Flexion enters into a merger, consolidation or similar transaction with another Person in which ( i ) Flexion isnot the surviving entity in such transaction and ( ii ) Persons having Controlling Ownership in Flexionimmediately prior to such transaction do not have Controlling Ownership in the surviving entity immediatelyafter the transaction ; or 2 1.10.3a sale of a material portion of the assets of Flexion representing not less than fifty percent ( 50 % ) of the fairmarket value of Flexion;provided always that any of the above - listed events shall not be considered a Change of Control, if the sole orpredominant purpose of the event or the related transaction is the financing of Flexion ’s business activities fromprivate ( e.g. venture capital or private equity companies or private investors ) or public ( e.g. capital markets ) sources