$0.0001 Uses in Definitions Clause

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of July 13, 2017, between Trovagene, Inc., a Delaware corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively the Purchasers).

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1: Acquiring Person shall have the meaning ascribed to such term in Section 4.5. Action shall have the meaning ascribed to such term in Section 3.1(j). Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act. Board of Directors means the board of directors of the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1. Closing Date means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount and (ii) the Companys obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the third Trading Day following the date hereof. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Company Counsel means Sheppard, Mullin, Richter & Hampton LLP, with offices located at 30 Rockefeller Plaza, New York, New York 10112. Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith. EGS means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302. Evaluation Date shall have the meaning ascribed to such term in Section 3.1(s). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, and (d) up to 500,000 shares of common stock which may be issued for miscellaneous purposes provided such purpose(s) is approved by a majority of the disinterested directors of the Company, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, and provided such shares are issued as restricted securities (as defined in Rule 144) and are not subject to any registration rights that require or permit the filing of any registration statement within 90 days of the Closing Date. FCPA means the Foreign Corrupt Practices Act of 1977, as amended. FDA shall have the meaning ascribed to such term in Section 3.1

Definitions from Share Subscription Agreement

THIS SHARE SUBSCRIPTION AGREEMENT (the Agreement) is made and entered into as of July 5, 2017 (the Signing Date), by and between BeiGene, Ltd., an exempted company incorporated in the Cayman Islands (the Company), and Celgene Switzerland LLC, a Delaware limited liability company (the Purchaser).

Definitions. When used in this Agreement, the following terms shall have the respective meanings specified below: Action shall mean any action, cause or action, suit, prosecution, investigation, litigation, arbitration, hearing, order, claim, complaint or other proceeding (whether civil, criminal, administrative, investigative or informal) by or before any Governmental Authority or arbitrator. Affiliate shall mean, with respect to any Person, another Person which controls, is controlled by or is under common control with such Person. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. For the purposes of this Agreement, in no event shall the Purchaser or any of its Affiliates be deemed Affiliates of the Company or any of its Affiliates, nor shall the Company or any of its Affiliates be deemed Affiliates of the Purchaser or any of its Affiliates. American Depositary Receipts shall mean the certificates issued by the Depositary evidencing the American Depositary Shares. American Depositary Shares shall mean shares issued by the Depositary pursuant to the Deposit Agreement, each representing 13 Ordinary Shares. beneficially owns (including the correlative terms beneficial ownership, beneficially owned, beneficial owner or beneficially owning) shall mean beneficial ownership within the meaning of Rule 13d-3 and Rule 13d-5 under the Exchange Act. Business Day shall mean any day except Saturday, Sunday and any day on which banking institutions in New York, New York, generally are closed as a result of federal, state or local holiday. Change of Control shall mean, with respect to a Person, any of the following events: (i) any Person is or becomes the beneficial owner (as such term is defined in Rule 13d-3 under the Exchange Act, except that a Person shall be deemed to have beneficial ownership of all shares that any such Person has the right to acquire, whether such right which may be exercised immediately or only after the passage of time), directly or indirectly, of a majority of the total voting power represented by all shares of such Persons outstanding capital stock; (ii) such Person consolidates with or merges into another corporation or entity, or any corporation or entity consolidates with or merges into such Person, other than (A) a merger or consolidation which would result in the voting securities of such Person outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) a majority of the combined voting power of the voting securities of such Person or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of such Person (or similar transaction) in which no Person becomes the beneficial owner, directly or indirectly, of a majority of the total voting power of all shares of capital stock of such Person, or (iii) such Person conveys, transfers or leases all or substantially all of its assets, to any Person other than a wholly owned Affiliate of such Person. Code shall mean the United States Internal Revenue Code of 1986, as amended. Consent shall mean any, internal or external, approval, authorization, consent, license, franchise, Order, registration, notification, permit, certification, clearance, waiver or other confirmation of or by a Governmental Authority, other Person or company body. Contract shall mean, with respect to any Person, any written agreement, contract, commitment, indenture, note, bond, loan, license, sublicense, lease, sublease, undertaking, statement of work or other arrangement to which such Person is a party or by which any of its properties or assets are subject. control (including the correlative terms controlled by, controlling, and under common control with), as applied to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership or voting of securities, by contract or otherwise. Deposit Agreement shall mean the Deposit Agreement, dated as of February 5, 2016, as amended from time to time, among the Company, the Depositary, and holders from time to time of the American Depositary Receipts. Deposit Shares shall mean the American Depositary Shares into which the Shares may be exchanged upon deposit thereof with the Depositary pursuant to the Deposit Agreement. Depositary shall mean Citibank, N.A. Disposition or Dispose of shall mean any (i) offer, pledge, sale, contract to sell, sale of any option or contract to purchase, purchase of any option or contract to sell, grant of any option,

Definitions from Recapitalization Agreement

This Recapitalization Agreement (this Agreement), dated as of July , 2017, is entered into by and among PetIQ, Inc., a Delaware corporation (PetIQ Corporation), PetIQ Holdings, LLC, a Delaware limited liability company (PetIQ LLC), the Continuing LLC Owners (as defined herein), the C-Corp LLC Owners (as defined herein) and the C-Corp LLC Owner Parents (as defined herein). The parties hereto are collectively referred to herein as the Parties.

Definitions. As used herein, the following terms shall have the following meanings: Affiliate when used with reference to another Person means any Person directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with, such other Person. In addition, Affiliates of any Person that is an entity shall include all the directors, managers, officers and employees of such entity in their capacities as such. Agreement has the meaning set forth in the preamble hereof. Board has the meaning set forth in the Recitals hereof. C-Corp Contribution has the meaning set forth in Section 3(a)(iii) hereof. C-Corp LLC Owner Parents means Eos Partners, L.P., Eos Capital Partners IV, L.P. and Highland Consumer Fund I-B Limited Partnership. C-Corp LLC Owners means ECP IV TS Investor Co., Eos TS Investor Co. and HCP TS Blocker Corp. Class A Common Stock shall mean Class A Common Stock, par value $0.0001 per share, of PetIQ Corporation. Class B Common Stock shall mean Class B Common Stock, par value $0.0001 per share, of PetIQ Corporation. Class A Units means the Class A Units of PetIQ LLC as defined in the Existing LLC Agreement. Class B Units means the Class B Units of PetIQ LLC as defined in the Existing LLC Agreement. Class C Units means the Class C Units of PetIQ LLC as defined in the Existing LLC Agreement. Class D Units means the Class D Units of PetIQ LLC as defined in the Existing LLC Agreement. Class E Units means the Class E Units of PetIQ LLC as defined in the Existing LLC Agreement. Class F Units means the Class F Units of PetIQ LLC as defined in the Existing LLC Agreement. Class P Units means the Class P Units of PetIQ LLC as defined in the Existing LLC Agreement. Code means the Internal Revenue Code of 1986, as amended. Common Units means the common units of PetIQ LLC following the Reclassification. Continuing LLC Owner Sale Agreement means the Continuing LLC Owner Sale Agreement, dated [ ], 2017, by and between PetIQ Corporation and the Continuing LLC Owners. Continuing LLC Owners means the holders of Common Units other than PetIQ Corporation and the C-Corp LLC Owners. Contribution Agreement means the Contribution Agreement, dated [ ], 2017, by and between PetIQ Corporation and the C-Corp LLC Owner Parents. Exchange Act means the Securities Exchange Act of 1934, as amended. Existing LLC Agreement means the Fifth Amended and Restated Limited Liability Company Agreement of PetIQ LLC, dated as of December 8, 2014. Form 8-A Effective Time means the date and time on which the Form 8-A Registration Statement becomes effective. Form 8-A Registration Statement means the registration statement on Form 8-A filed by PetIQ Corporation under the Exchange Act with the SEC to register the Class A Common Stock. IPO has the meaning set forth in the Recitals hereof. New LLC Agreement means the Sixth Amended and Restated Limited Liability Company Agreement of PetIQ LLC, dated as of the date hereof. Parties has the meaning set forth in the preamble hereof. Person means an individual, a partnership, a joint venture, an association, a corporation, a trust, an estate, a limited liability company, a limited liability partnership, an unincorporated entity of any kind, a governmental entity or any other legal entity. PetIQ Corporation has the meaning set forth in the preamble hereof. PetIQ Corporation Charter has the meaning set forth in Section 3(a)(i) hereof. PetIQ LLC has the meaning set forth in the preamble hereof. Preference Note means a note issued by PetIQ Corporation representing the amount to be paid to a C-Corp LLC Owner Parent or Continuing LLC Owner, as applicable, immediately upon the consummation of the IPO. Pricing means such date and time as the Board or the pricing committee thereof determines the pricing of the IPO. Recapitalization Documents means the agreements and documents identified in Section 3 hereof and all other agreements and documents entered into in connection with the Recapitalization Transactions identified by the board of managers of PetIQ LLC. Recapitalization Transactions has the meaning set forth in Section 3 hereof. Reclassification has the meaning set forth in Section 3(b)(i) hereof. Registration Rights Agreement has the meaning set forth in Section 3(e) hereof. SEC means the Securities and Exchange Commission. Securities Act means the Securities Act of 1933, as amended.

Definitions from Restated Limited Liability Company Agreement

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement), dated as of July 3, 2017, is entered into by and among Baker Hughes, a GE company, LLC, a Delaware limited liability company (the Company), its Members (as defined herein) and each other Person who at any time after the date hereof becomes a Member in accordance with the terms of this Agreement and the DLLCA (as defined herein).

Definitions. The following definitions shall be applied to the terms used in this Agreement for all purposes, unless otherwise clearly indicated to the contrary. Additional Member has the meaning set forth in Section 11.02. Adjusted Capital Account Balance means with respect to each Member the balance in such Members Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6); and (ii) by adding to such balance such Members share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5) and any amounts such Member is obligated (or deemed to be obligated) to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. Admission Date has the meaning set forth in Section 10.06. Affiliate means, as to any Person, any other Person which, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. As used in this definition, control (including with correlative meanings, controlled by and under common control with) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting securities or by contract or other agreement). Agreement has the meaning set forth in the preamble to this Agreement. Appraisers has the meaning set forth in Section 14.02. Assignee means a Person to whom a Company Interest has been transferred but who has not become a Member pursuant to Article XI. BHI has the meaning set forth in the recitals to this Agreement. Business Day means a day other than Saturday, Sunday or a day on which banks located in New York, New York are authorized or required by applicable Law to close. Capital Account means the capital account maintained for a Member in accordance with Section 5.01. Capital Contribution means, with respect to any Member, the amount of any cash, cash equivalents, promissory obligations or the Fair Market Value of other property that such Member contributes (or is deemed to contribute) to the Company pursuant to Article III hereof. Cash Balances has the meaning set forth in the Exchange Agreement. Certificate means the Companys Certificate of Formation as filed with the Secretary of State of the State of Delaware on the Filing Date. Chancery Court has the meaning set forth in Section 15.05(b). Class A Common Stock means the Class A common stock, $0.0001 par value per share, of Newco. Class B Common Stock means the Class B common stock, $0.0001 par value per share, of Newco. Closing Price has the meaning ascribed to it in Section 3.05(a). Code means the United States Internal Revenue Code of 1986. Common Unit means a Unit representing a fractional part of the Company Interests of the Members and having the rights and obligations specified with respect to the Common Units in this Agreement. Company has the meaning set forth in the preamble to this Agreement. Company Interest means the interest of a Member in Profits, Losses and Distributions. Company Minimum Gain has the meaning set forth in Treasury Regulations Section 1.704-2(b)(2) for the phrase partnership minimum gain. The amount of Company Minimum Gain, as well as any net increase or decrease in Company Minimum Gain, for a Fiscal Period shall be determined in accordance with the rules of Treasury Regulations Section 1.704-2(d). DLLCA means the Delaware Limited Liability Company Act, 6 Del.C. SS 18-101, et seq. Distribution (and, with a correlative meaning, Distribute) means each distribution made by the Company to a Member with respect to such Members Units, whether in cash, property or securities of the Company and whether by liquidating distribution or otherwise; provided, however, that any recapitalization that does not result in the distribution of cash or property to Members or any exchange of securities of the Company, and any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Units shall not be a Distribution. Equity Securities means, with respect to any Person, (a) units or other equity interests in such Person (including other classes or groups thereof having such relative rights, powers and duties as may from time to time be established by such Person), (b) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into any of the foregoing, and (c) warrants, options or other rights to purchase or otherwise acquire from such Person any of the foregoing. Event of Withdrawal means the expulsion, bankruptcy or dissolution of a Member or the occurrence of any other event that terminates the continu

Definitions from Restated Limited Liability Company Agreement

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement), dated as of July 3, 2017, is entered into by and among Baker Hughes, a GE company, LLC, a Delaware limited liability company (the Company), its Members (as defined herein) and each other Person who at any time after the date hereof becomes a Member in accordance with the terms of this Agreement and the DLLCA (as defined herein).

Definitions. The following definitions shall be applied to the terms used in this Agreement for all purposes, unless otherwise clearly indicated to the contrary. Additional Member has the meaning set forth in Section 11.02. Adjusted Capital Account Balance means with respect to each Member the balance in such Members Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6); and (ii) by adding to such balance such Members share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5) and any amounts such Member is obligated (or deemed to be obligated) to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. Admission Date has the meaning set forth in Section 10.06. Affiliate means, as to any Person, any other Person which, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. As used in this definition, control (including with correlative meanings, controlled by and under common control with) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting securities or by contract or other agreement). Agreement has the meaning set forth in the preamble to this Agreement. Appraisers has the meaning set forth in Section 14.02. Assignee means a Person to whom a Company Interest has been transferred but who has not become a Member pursuant to Article XI. BHI has the meaning set forth in the recitals to this Agreement. Business Day means a day other than Saturday, Sunday or a day on which banks located in New York, New York are authorized or required by applicable Law to close. Capital Account means the capital account maintained for a Member in accordance with Section 5.01. Capital Contribution means, with respect to any Member, the amount of any cash, cash equivalents, promissory obligations or the Fair Market Value of other property that such Member contributes (or is deemed to contribute) to the Company pursuant to Article III hereof. Cash Balances has the meaning set forth in the Exchange Agreement. Certificate means the Companys Certificate of Formation as filed with the Secretary of State of the State of Delaware on the Filing Date. Chancery Court has the meaning set forth in Section 15.05(b). Class A Common Stock means the Class A common stock, $0.0001 par value per share, of Newco. Class B Common Stock means the Class B common stock, $0.0001 par value per share, of Newco. Closing Price has the meaning ascribed to it in Section 3.05(a). Code means the United States Internal Revenue Code of 1986. Common Unit means a Unit representing a fractional part of the Company Interests of the Members and having the rights and obligations specified with respect to the Common Units in this Agreement. Company has the meaning set forth in the preamble to this Agreement. Company Interest means the interest of a Member in Profits, Losses and Distributions. Company Minimum Gain has the meaning set forth in Treasury Regulations Section 1.704-2(b)(2) for the phrase partnership minimum gain. The amount of Company Minimum Gain, as well as any net increase or decrease in Company Minimum Gain, for a Fiscal Period shall be determined in accordance with the rules of Treasury Regulations Section 1.704-2(d). DLLCA means the Delaware Limited Liability Company Act, 6 Del.C. SS 18-101, et seq. Distribution (and, with a correlative meaning, Distribute) means each distribution made by the Company to a Member with respect to such Members Units, whether in cash, property or securities of the Company and whether by liquidating distribution or otherwise; provided, however, that any recapitalization that does not result in the distribution of cash or property to Members or any exchange of securities of the Company, and any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Units shall not be a Distribution. Equity Securities means, with respect to any Person, (a) units or other equity interests in such Person (including other classes or groups thereof having such relative rights, powers and duties as may from time to time be established by such Person), (b) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into any of the foregoing, and (c) warrants, options or other rights to purchase or otherwise acquire from such Person any of the foregoing. Event of Withdrawal means the expulsion, bankruptcy or dissolution of a Member or the occurrence of any other event that terminates the continu

Definitions from Tax Matters Agreement

This TAX MATTERS AGREEMENT (this Agreement), dated as of July 3, 2017, is entered into by and among General Electric Company, a New York corporation (GE), Baker Hughes, a GE company, a Delaware corporation (formerly known as Bear Newco, Inc.) (Newco), EHHC NewCo LLC, a Delaware limited liability company and a wholly owned subsidiary of Newco (EHHC), and Baker Hughes, a GE company, LLC, a Delaware limited liability company (Newco LLC).

Definitions. The following definitions shall be applied to the terms used in this Agreement for all purposes, unless otherwise clearly indicated to the contrary. 752 GE Sharing Amount has the meaning set forth in Section 5.04(c)Section 5.04(a) of this Agreement. 752 Year has the meaning set forth in Section 5.04(c)Section 5.04(a) of this Agreement. Agreement has the meaning set forth in the preamble to this Agreement. Allocable Share means the percentage of membership interests of Newco LLC collectively held by the members of the GE Group, on the one hand, and the members of the Newco Group, on the other hand, at the time of the allocation of the relevant Shared Tax Benefits pursuant to Section 5.01. The Allocable Share of the GE Group as of the date hereof shall be 62.5% and the Allocable Share of the Newco Group as of the date hereof shall be 37.5%. Basis Adjustment means (a) the increase or decrease to, or the Newco Groups share of, the tax basis of the Reference Assets (i) under Sections 734(b), 743(b), 754 and 755 of the Code and, in each case, the comparable sections of U.S. state and local tax law (in situations where, following an Exchange, Newco LLC remains in existence as an entity for U.S. federal income tax purposes) and (ii) under Sections 732 and 1012 of the Code and, in each case, the comparable sections of U.S. state and local tax law (in situations where, as a result of one or more Exchanges, Newco LLC becomes an entity that is disregarded as separate from its owner for U.S. federal income tax purposes), and (b) the amount of any immediate expense or deduction of the Newco Group for U.S. federal, state or local tax purposes based on the cost or value of a Common Unit or the properties of the Newco LLC Group attributable thereto, in each case, as a result of any Exchange and any payments made under Section 5.05. Beneficial Owner means, with respect to any security, a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, with respect to such security and/or (ii) investment power, which includes the power to dispose of, or to direct the disposition of, such security. BHI has the meaning set forth in the recitals of this Agreement. BHI Tax Benefits has the meaning set forth in Section 5.02(b) of this Agreement. Book/Tax Difference Asset means an asset that is (a) held at the relevant time by Newco LLC for U.S. federal income tax purposes (or any partnership in which Newco LLC holds a direct interest or an indirect interest through one or more pass-through entities) at a Gross Asset Value (as defined in the LLC Agreement) that differs from its adjusted tax basis for U.S. federal income tax purposes and (b)(i) a Newco Group Contributed Asset, (ii) a GE Group Contributed Asset or (iii) acquired by Newco LLC for U.S. federal income tax purposes (or any partnership in which Newco LLC holds a direct interest or an indirect interest through one or more pass-through entities) after the Closing Date. Business Day means a day other than Saturday, Sunday or a day on which banks located in New York, New York are authorized or required by applicable Law to close. Certifications has the meaning set forth in Section 5.03(c)Section 5.04(a) of this Agreement. Class A Common Stock means the Class A common stock, $0.0001 par value per share, of Newco. Class B Common Stock means the Class B common stock, $0.0001 par value per share, of Newco. Closing Date has the meaning set forth in the Transaction Agreement. Code means the United States Internal Revenue Code of 1986, as amended. Common Units has the meaning set forth in the LLC Agreement. Conflicts Committee has the meaning set forth in the Stockholders Agreement. Credit Event means the occurrence of any of the following events: (a) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any member of the Newco Group or its debts, or of a substantial part of its assets, under any federal, state or non-U.S. bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any member of the Newco Group or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (b) any member of the Newco Group shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or non-U.S. bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in cl

Definitions from Rights Agreement

THIS AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this Agreement), is made as of April 12, 2017, by and among Sienna Biopharmaceuticals, Inc., a Delaware corporation (the Company), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an Investor, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a Key Holder.

Definitions. For purposes of this Agreement: Affiliate means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer or director of such Person or any venture capital fund or other investment fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person. Affiliated Fund means with respect to (i) a limited liability company or a limited liability partnership, a fund or entity managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company, and (ii) an investment company registered under the Investment Company Act of 1940, as amended, advised by Fidelity or any affiliated investment advisor of Fidelity, one or more mutual fund, pension fund, pooled investment vehicle or institutional client advised by Fidelity or any affiliated investment advisor of Fidelity, in each case, registered under the Investment Advisers Act of 1940. Common Stock means shares of the Companys common stock, par value $0.0001 per share. Competitor means, as of any date, a Person engaged, directly or indirectly (including through any partnership, limited liability company, corporation, joint venture or similar arrangement (whether now existing or formed hereafter)), in the business conducted or proposed to be conducted by the Company on such date, but shall not include any financial investment firm or collective investment vehicle that, together with its Affiliates, holds less than twenty percent (20)% of the outstanding equity of any Competitor and does not, nor do any of its Affiliates, have a right to designate any members of the Board of Directors of any Competitor; provided, however, that under no circumstances shall any Fidelity Entity be considered a Competitor. Damages means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law. Derivative Securities means any securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), Common Stock, including options and warrants. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Excluded Registration means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered. Fidelity Entity means Fidelity or its Affiliated Funds. Fidelity means Fidelity Management & Research Company. Form S-1 means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC. Form S-3 means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC. GAAP means generally accepted accounting principles in the United States. Holder means any holder of Registrable Securities who is a party to this Agreement. Immediate Family Member means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including, adoptive relationships, of a na

Definitions from Tax Matters Agreement

This TAX MATTERS AGREEMENT (this Agreement), dated as of July 3, 2017, is entered into by and among General Electric Company, a New York corporation (GE), Baker Hughes, a GE company, a Delaware corporation (formerly known as Bear Newco, Inc.) (Newco), EHHC NewCo LLC, a Delaware limited liability company and a wholly owned subsidiary of Newco (EHHC), and Baker Hughes, a GE company, LLC, a Delaware limited liability company (Newco LLC).

Definitions. The following definitions shall be applied to the terms used in this Agreement for all purposes, unless otherwise clearly indicated to the contrary. 752 GE Sharing Amount has the meaning set forth in Section 5.04(c)Section 5.04(a) of this Agreement. 752 Year has the meaning set forth in Section 5.04(c)Section 5.04(a) of this Agreement. Agreement has the meaning set forth in the preamble to this Agreement. Allocable Share means the percentage of membership interests of Newco LLC collectively held by the members of the GE Group, on the one hand, and the members of the Newco Group, on the other hand, at the time of the allocation of the relevant Shared Tax Benefits pursuant to Section 5.01. The Allocable Share of the GE Group as of the date hereof shall be 62.5% and the Allocable Share of the Newco Group as of the date hereof shall be 37.5%. Basis Adjustment means (a) the increase or decrease to, or the Newco Groups share of, the tax basis of the Reference Assets (i) under Sections 734(b), 743(b), 754 and 755 of the Code and, in each case, the comparable sections of U.S. state and local tax law (in situations where, following an Exchange, Newco LLC remains in existence as an entity for U.S. federal income tax purposes) and (ii) under Sections 732 and 1012 of the Code and, in each case, the comparable sections of U.S. state and local tax law (in situations where, as a result of one or more Exchanges, Newco LLC becomes an entity that is disregarded as separate from its owner for U.S. federal income tax purposes), and (b) the amount of any immediate expense or deduction of the Newco Group for U.S. federal, state or local tax purposes based on the cost or value of a Common Unit or the properties of the Newco LLC Group attributable thereto, in each case, as a result of any Exchange and any payments made under Section 5.05. Beneficial Owner means, with respect to any security, a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, with respect to such security and/or (ii) investment power, which includes the power to dispose of, or to direct the disposition of, such security. BHI has the meaning set forth in the recitals of this Agreement. BHI Tax Benefits has the meaning set forth in Section 5.02(b) of this Agreement. Book/Tax Difference Asset means an asset that is (a) held at the relevant time by Newco LLC for U.S. federal income tax purposes (or any partnership in which Newco LLC holds a direct interest or an indirect interest through one or more pass-through entities) at a Gross Asset Value (as defined in the LLC Agreement) that differs from its adjusted tax basis for U.S. federal income tax purposes and (b)(i) a Newco Group Contributed Asset, (ii) a GE Group Contributed Asset or (iii) acquired by Newco LLC for U.S. federal income tax purposes (or any partnership in which Newco LLC holds a direct interest or an indirect interest through one or more pass-through entities) after the Closing Date. Business Day means a day other than Saturday, Sunday or a day on which banks located in New York, New York are authorized or required by applicable Law to close. Certifications has the meaning set forth in Section 5.03(c)Section 5.04(a) of this Agreement. Class A Common Stock means the Class A common stock, $0.0001 par value per share, of Newco. Class B Common Stock means the Class B common stock, $0.0001 par value per share, of Newco. Closing Date has the meaning set forth in the Transaction Agreement. Code means the United States Internal Revenue Code of 1986, as amended. Common Units has the meaning set forth in the LLC Agreement. Conflicts Committee has the meaning set forth in the Stockholders Agreement. Credit Event means the occurrence of any of the following events: (a) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any member of the Newco Group or its debts, or of a substantial part of its assets, under any federal, state or non-U.S. bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any member of the Newco Group or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (b) any member of the Newco Group shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or non-U.S. bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in cl

Definitions from Incentive Plan

Definitions. The following terms shall be defined as set forth below: Act means the Securities Act of 1933, as amended, and the rules and regulations thereunder. Administrator is defined in Section 3(a). Award or Awards, except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock Awards, Unrestricted Stock Awards, Performance Share Awards, Dividend Equivalent Rights and Cash Awards. Award Agreement shall mean the agreement, whether in written or electronic form, specifying the terms and conditions of an Award granted under the Plan. Board means the Board of Directors of the Company. Cash Awards means Awards granted pursuant to Section 12. Change in Control is defined in Section 20. Code means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations. Committee means the Committee of the Board referred to in Section 3. Covered Employee means an employee who is a Covered Employee within the meaning of Section 162(m) of the Code. Disability means a total and permanent disability as provided in the long-term disability plan or policy maintained, or most recently maintained, by the Company or a Subsidiary, as applicable, for the holder of the Award, whether or not such individual actually receives disability benefits under such plan or policy. If no long-term disability plan or policy was ever maintained on behalf of the holder of the Award, or if the determination of disability relates to an Incentive Stock Option and the continued qualification of the Option is dependent upon such determination, Disability means permanent and total disability as defined in Section 22(e)(3) of the Code. In the event of a dispute, the determination whether an individual is disabled will be made by the Administrator and may be supported by the advice of a physician competent in the area to which such disability relates. Dividend Equivalent Right means Awards granted pursuant to Section 14. Effective Date means the date on which the Plan is approved by stockholders as set forth in Section 22. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. Fair Market Value means the closing price for the Stock on any given date during regular trading, or as reported on the principal exchange on which the Stock is then traded, or if not trading on that date, such price on the last preceding date on which the Stock was traded, unless determined otherwise by the Administrator using such methods or procedures as it may establish. Grant Date means the first date on which all necessary corporate action has been taken to approve the grant of the Award as provided in the Plan, or such later date as is determined and specified as part of that authorization process. Notice of the grant shall be provided to the recipient within a reasonable time after the grant. Incentive Stock Option means any Stock Option designated and qualified as an incentive stock option as defined in Section 422 of the Code. Independent Director means a member of the Board who is not also an employee of the Company or any Subsidiary. Nonstatutory Stock Option means any Stock Option that is not an Incentive Stock Option. Option or Stock Option means any option to purchase shares of Stock granted pursuant to Section 6. Outside Director means a current member of the Board who is: (i) not a current employee of the Company; (ii) not a former employee of the Company who receives compensation from the Company for prior services (other than benefits under a qualified retirement plan) during the taxable year; (iii) has not been an officer of the Company; and (iv) does not receive remuneration from the Company, either directly or indirectly in exchange for goods or services, in any capacity other than as a director, all as set out in detail in Treasury Regulation 1.162-27(e)(3). Performance Criteria means the criteria that the Administrator selects for purposes of establishing the Performance Goal or Performance Goals for an individual for a Performance Period. The Performance Criteria (which shall be applicable to the organizational level specified by the Administrator, including, but not limited to, the Company as a whole, or a unit, division, department, group, line of business, or other business unit, whether or not legally constituted, in which the individual works) that will be used to establish Performance Goals are limited to the following: (i) stock price; (ii) market share; (iii) sales; (iv) revenue; (v) return on equity, assets or capital; (vi) economic profit (economic value added); (vii) total shareholder return; (viii) costs; (ix) expenses; (x) margins; (xi) earnings (including EBITDA) or earnings per share; (xii) cash flow (including adjusted operating cash flow); (xiii) operating profit; (xiv) net income; (xv) achievement

Definitions

This letter (this "Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into by and among CF Corporation, a Cayman Islands exempted company (the "Company"), Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC, as representatives (the "Representatives") of the several underwriters (the "Underwriters"), relating to an underwritten initial public offering (the "Public Offering"), of 69,000,000 of the Company's units (the "Units"), each comprised of one of the Company's Class A ordinary shares, par value $0.0001 per share (the "Ordinary Shares"), and one-half of one redeemable warrant (each, a "Warrant"). Each whole Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units were sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the

Definitions. As used herein, (i) "Business Combination" shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) "Capital Shares" shall mean, collectively, the Ordinary Shares and the Founder Shares; (iii) "Founder Shares" shall mean the 15,000,000 Class B ordinary shares of the Company, par value $0.0001 per share, outstanding prior to the consummation of the Public Offering; (iv) "Private Placement Warrants " shall mean the Warrants to purchase Ordinary Shares acquired by CF Capital Growth, LLC (the "Sponsor") for an aggregate purchase price of $14,000,000 (or $15,800,000 if the Underwriters' over-allotment is exercised), or $1.00 per Warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (v) "Public Shareholders" shall mean the holders of securities issued in the Public Offering; (vi) "Trust Account" shall mean the trust fund into which a portion of the net proceeds of the Public Offering were deposited; (vii) "Transfer" shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) "Charter" shall mean the Company's Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.