$0.001 Uses in Certain Definitions Clause

Certain Definitions

Biolase, Inc., a Delaware corporation (the Corporation), hereby certifies that the following resolution was duly approved and adopted by the Board of Directors of the Corporation (the Board of Directors) at a meeting of the Board of Directors, which resolution remains in full force and effect on the date hereof:

Certain Definitions. Unless the context otherwise requires, the terms defined in this Section 2 shall have, for all purposes of this resolution, the meanings specified (with terms defined in the singular having comparable meanings when used in the plural). 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 shall have the meaning set forth in the preamble to this Certificate of Designations. Bylaws shall have the meaning set forth in the preamble to this Certificate of Designations. Certificate of Incorporation shall have the meaning set forth in the preamble to this Certificate of Designations. Common Stock shall mean the common stock, par value $0.001 per share, of the Corporation. Conversion Date shall have the meaning ascribed to such term in Section 6(d). Conversion Price shall mean $1.24, subject to adjustment from time to time in accordance with Section 6(c). Corporation shall have the meaning set forth in the preamble to this Certificate of Designations. Deemed Liquidation shall mean a consolidation or merger of the Corporation with or into any other person or persons, a statutory share exchange, the sale of all or substantially all of the Corporations assets or the sale of capital stock in one or more related transactions wherein the stockholders of the Corporation immediately prior to the effectiveness of such transaction or transactions hold less than 50% of the capital stock of the Corporation or the surviving entity immediately after such transaction. DGCL shall have the meaning set forth in the preamble to this Certificate of Designations. Dividend Period shall have the meaning ascribed to such term in Section 4(a)(i). Fair Market Value shall mean, with respect to any listed security, its Market Price, and with respect to any property or assets other than cash or listed securities, the fair value thereof determined in good faith by the Board of Directors. Initial Dividend Rate shall have the meaning set forth in Section 4(a)(i). Initial Issue Date shall mean the date that shares of Series D Preferred Stock are first issued by the Corporation. Junior Securities shall have the meaning set forth in Section 8(c). LIBOR shall mean the daily rate of interest as published in the Money Rates section of The Wall Street Journal as London Interbank Offered Rates (Libor) with a term of three (3) months. If The Wall Street Journal ceases to publish the London Interbank Offered Rates (Libor), the Corporation may select a substitute publication or service that publishes the London Interbank Offered Rates (Libor), or its equivalent. Liquidation shall have the meaning ascribed to such term in Section 5(a). Market Price shall mean, as to any class of listed securities, the average of the closing prices of such securitys sales on all United States securities exchanges on which such security may at the time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted by Nasdaq or a major non-U.S. exchange, but not on the basis of pink sheets, as of 4:00 P.M., New York time, on such day or any successor organization, in each such case averaged over a period of twenty-one (21) days consisting of the day (or if such day is not a trading day, the immediately preceding trading day) as of which Market Price is being determined and the twenty (20) consecutive trading days prior to such day. Nasdaq shall mean the Nasdaq Stock Market LLC. Parity Securities shall have the meaning set forth in Section 8(b). Participating Dividends shall have the meaning ascribed to such term in Section 4(b). person shall mean any individual, partnership, company, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or agency or political subdivision thereof, or other entity. Preferred Stock shall have the meaning set forth in the preamble to this Certificate of Designations. Redemption Date shall have the meaning ascribed to such term in Section 7(b). Redemption Price shall have the meaning ascribed to such term in Section 7(a). Regular Dividend Payment Date shall have the meaning ascribed to such term in Section 4(a)(i). Regular Dividends shall have the meaning ascribed to such term in Section 4(a)(i). Requisite Holders shall mean the holders of at least a majority of the then outstanding shares of Series D Preferred Stock. Requisite Stockholder Approval shall have the meaning ascribed to it in the Securities Purchase Agreement. Securities Act shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Securities Pur

Certain Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into effective as of , 2017, among Hyperdynamics Corporation, a Delaware corporation (the Company), each of the persons who have executed omnibus or counterpart signature page(s) hereto (each, a Subscriber and, collectively, the Subscribers), and the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (collectively, the Brokers).

Certain Definitions. Capitalized terms used herein without definition have the meanings ascribed to them in the Subscription Agreement. As used in this Agreement, the following terms shall have the following respective meanings: Approved Market means OTC Markets Group, the OTC Bulletin Board, The Nasdaq Stock Market, the New York Stock Exchange or the NYSE Amex (in any listing or quotation tier of any of the foregoing). Blackout Period means, with respect to a registration, a period during which the Company, in the good faith judgment of its board of directors, determines (because of the existence of, or in anticipation of, any acquisition, financing activity, or other transaction involving the Company, or the unavailability for reasons beyond the Companys control of any required financial statements, disclosure of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company) that the registration and distribution of the Registrable Securities to be covered by such registration statement, if any, or the filing of an amendment to such registration statement in the circumstances described in Section 4(g), would be seriously detrimental to the Company and its stockholders, in each case commencing on the day the Company notifies the Holders that they are required, because of the determination described above, to suspend offers and sales of Registrable Securities and ending on the earlier of (1) the date upon which the material non-public information resulting in the Blackout Period is disclosed to the public or ceases to be material and (2) such time as the Company notifies the selling Holders that sales pursuant to such Registration Statement or a new or amended Registration Statement may resume; provided, however, that no Blackout Period shall extend for a period of more than fifteen (15) consecutive Trading Days (except for a Blackout Period arising from the filing of a post-effective amendment to the Registration Statement to update the prospectus therein to include the information contained in the Companys Annual Report on Form 10-K, which Blackout Period may extend for the amount of time reasonably required to respond to comments of the staff of the Commission (the Staff) on such amendment). Business Day means any day of the year, other than a Saturday, Sunday, or other day on which banks in the State of New York are required or authorized to close. Commission means the U. S. Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. Common Stock means the common stock, par value $0.001 per share, of the Company and any and all shares of capital stock or other equity securities of: (i) the Company which are added to or exchanged or substituted for the Common Stock by reason of the declaration of any stock dividend or stock split, the issuance of any distribution or the reclassification, readjustment, recapitalization or other such modification of the capital structure of the Company; and (ii) any other corporation, now or hereafter organized under the laws of any state or other governmental authority, with which the Company is merged, which results from any consolidation or reorganization to which the Company is a party, or to which is sold all or substantially all of the shares or assets of the Company, if immediately after such merger, consolidation, reorganization or sale, the Company or the stockholders of the Company own equity securities having in the aggregate more than 50% of the total voting power of such other corporation. Effective Date means the date of the initial closing of the Offering. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. Family Member means (a) with respect to any individual, such individuals spouse, any descendants (whether natural or adopted), any trust all of the beneficial interests of which are owned by any of such individuals or by any of such individuals together with any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, the estate of any such individual, and any corporation, association, partnership or limited liability company all of the equity interests of which are owned by those above described individuals, trusts or organizations and (b) with respect to any trust, the owners of the beneficial interests of such trust. Holder means (i) each Subscriber or any of such Subscribers respective successors and Permitted Assignees who acquire rights in accordance with this Agreement with respect to any Registrable Securities directly or indirectly from a Subscriber or from any Permitted Assignee, and (ii) each Broker or any of such Brokers respective successors and Permitted Assignees who acquire rights in accordance with this Agreement with respect to any Registrable Securities directly or indirectly from an Broker or from any Permitte

Certain Definitions from Registration Rights Agreement

This Registration Rights Agreement (the Agreement) is made and entered into as of February 22, 2017 by and among Resonant Inc., a Delaware corporation (the Company), and the investors identified on the signature pages hereto (each, including its successors and assigns, an Investor, and collectively, the Investors).

Certain Definitions. As used in this Agreement, the following terms shall have the following meanings: Business Day means any day other than a Saturday, Sunday or a day which is a Federal legal holiday in the U.S. Common Stock means the Companys common stock, par value $0.001 per share, and any securities into which such shares may hereinafter be reclassified. Prospectus means (i) the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and (ii) any free writing prospectus as defined in Rule 405 under the 1933 Act. Register, registered and registration refer to a registration made by preparing and filing a Registration Statement or similar document in compliance with the 1933 Act (as defined below), and the declaration or ordering of effectiveness of such Registration Statement or document. Registrable Securities means (i) the Shares, (ii) the Warrant Shares, and (iii) any other securities issued or issuable with respect to or in exchange for Registrable Securities, whether by merger, charter amendment or otherwise; provided, that the Shares and Warrant Shares held by an Investor shall not be Registrable Securities if such Investor has not completed and delivered to the Company a Selling Stockholder Questionnaire prior to the filing of the initial Registration Statement; and provided, further, that, an Investors security shall cease to be a Registrable Security upon the earliest to occur of the following: (A) sale of such security pursuant to a Registration Statement; or (B) such security becoming eligible for sale by the Investor pursuant to Rule 144 under the 1933 Act. Registration Statement means any registration statement of the Company filed under the 1933 Act (including a post-effective amendment to a previously filed registration statement) that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement. Required Investors means the Investors holding a majority of the Registrable Securities. SEC means the U.S. Securities and Exchange Commission. Selling Stockholder Questionnaire means a questionnaire in the form attached as Exhibit B hereto, or such other form of questionnaire as may reasonably be adopted by the Company from time to time. Shares means the shares of Common Stock issued pursuant to the Purchase Agreement. Warrant Shares means the shares of Common Stock issuable upon the exercise of warrants issued pursuant to the Purchase Agreement. 1933 Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 1934 Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Certain Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT is made as of [__], 2017, by and among REV Group, Inc., a Delaware corporation (the Company), the Persons listed on Schedule A hereto under the heading AIP (each, an AIP Person and, collectively, AIP), the Persons listed on Schedule A hereto under the heading JPM (each, a JPM Person and, collectively, JPM), the Persons listed on Schedule A hereto under the heading Management (Management) [and Ally Commercial Finance, LLC (Ally)].

Certain Definitions. As used herein, the following terms shall have the following meanings: Additional Piggyback Rights has the meaning set forth in Section 2.2(c). Affiliate means (a) with respect to any AIP Person or JPM Person, any Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, and includes any private equity investment fund the which is the primary investment advisor (or an Affiliate thereof) to such specified Person and (b) with respect to any other Person, any Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. It is understood and agreed that, for purposes hereof, (i) each AIP Person shall be deemed to be an Affiliate of every other AIP Person, (ii) each JPM Person shall be deemed to be an Affiliate of every other JPM Person, (iii) neither the Company nor any subsidiary of the Company shall be deemed to be an Affiliate of any Holder, and (iv) except as set forth in clauses (i) or (ii) above, no Holder shall be deemed to be an Affiliate of any other Holder. Agreement means this Registration Rights Agreement, as this agreement may be amended, modified, supplemented or restated from time to time after the date hereof. AIP has the meaning set forth in the preamble. AIP Person has the meaning set forth in the preamble and any subsequent Holder who is Assigned all, but not less than all, of such AIP Persons Registrable Securities in a single transaction in accordance with Section 4.5. [Ally has the meaning set forth in the preamble.] Assign means to directly or indirectly sell, transfer, assign, distribute, exchange, pledge, hypothecate, mortgage, grant a security interest in, encumber or otherwise dispose of Registrable Securities, whether voluntarily or by operation of law, including by way of a merger. Assignor, Assignee, Assigning and Assignment have meanings corresponding to the foregoing. automatic shelf registration statement has the meaning set forth in Section 2.4. Board means the Board of Directors of the Company. Business Day means any day other than a Saturday, Sunday or day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close. Carryover Amount for any Holder means, with respect to any registered offering in which such Holder elected not to participate after receipt of a notice under Section 2.2(a), a number of Registrable Securities equal to the number of Registrable Securities then held by such Holder, multiplied by a fraction (expressed as a percentage), the numerator of which is equal to the number of Registrable Securities sold by the Holder that sold the most Registrable Securities in such offering and the denominator of which is the number of Registrable Securities held by such Holder immediately prior to such offering. Claims has the meaning set forth in Section 2.9(a). Company Shares means common stock of the Company, par value $0.001 per share, and any and all securities of any kind whatsoever of the Company that may be issued by the Company after the date hereof in respect of, in exchange for, or in substitution of, Company Shares, pursuant to any stock dividends, splits, reverse splits, combinations, reclassifications, recapitalizations, reorganizations and the like occurring after the date hereof. Company Shares Equivalents means all options, warrants and other securities convertible into, or exchangeable or exercisable for (at any time or upon the occurrence of any event or contingency and without regard to any vesting or other conditions to which such securities may be subject) Company Shares or other equity securities of the Company (including, without limitation, any note or debt security convertible into or exchangeable for Company Shares or other equity securities of the Company). Company means REV Group, Inc. and any successor thereto. Demand Exercise Notice has the meaning set forth in Section 2.1(a). Demand Registration has the meaning set forth in Section 2.1(a). Demand Registration Request has the meaning set forth in Section 2.1(a). Exchange Act means the Securities Exchange Act of 1934, as amended. Expenses means any and all fees and expenses incident to the Companys performance of or compliance with Article 2, including, without limitation: (i) SEC, stock exchange or FINRA registration and filing fees and all listing fees and fees with respect to the inclusion of securities on the New York Stock Exchange or on any other securities market on which the Company Shares are listed or quoted, (ii) fees and expenses of compliance with state securities or blue sky laws and in connection with the preparation of a blue sky survey, including, without limitation, reasonable fees and expenses of outside blue sky counsel, (iii) printing and copying expenses, (iv) messenger and delivery expenses, (v) expenses incurred in connection with any road show, (vi) fees and disbursements of counsel for

Certain Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of June 15, 2016 (the Effective Date), is made by and among Carbylan Therapeutics, Inc., a Delaware corporation (Carnivale) and the Sellers (as defined below). This Agreement is made pursuant to the Share Purchase Agreement (as defined below) and shall be effective as of the Closing (as defined in the Share Purchase Agreement). Capitalized terms used herein have the respective meanings ascribed thereto in the Share Purchase Agreement unless otherwise defined herein.

Certain Definitions. As used in this Agreement, the following terms shall have the following meanings: 1.1 Board means the Board of Directors of Carnivale. 1.2 Business Day means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed. 1.3 Common Stock means the common stock, $0.001 par value per share, of Carnivale. 1.4 Initial Registration Statement means the initial Registration Statement filed pursuant to Section 2(a) of this Agreement. 1.5 Seller shall mean those Persons named as Sellers on Exhibit A. 1.6 Person shall be construed broadly to include any individual, partnership, limited liability company, corporation, affiliated group, trust or other legal entity. 1.7 Registrable Shares means (i) the shares of Common Stock issued and sold to the Sellers pursuant to the Share Purchase Agreement as set forth on Exhibit A hereto, and (ii) any other securities issued as a dividend or other distribution with respect to or in exchange for or in replacement of the shares replaced in (i) above; provided that a security shall cease to be a Registrable Share upon (A) the sale of such security pursuant to a Registration Statement or Rule 144 under the Securities Act, or (B) such security becomes eligible for sale without restriction by the applicable Seller pursuant to Rule 144. 1.8 Registration Statement means any one or more registration statements of Carnivale filed under the Securities Act that covers the resale of any of the Registrable Shares pursuant to the provisions of this Agreement, including (in each case) amendments and supplements to such Registration Statements, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statements 1.9 Rule 144 means Rule 144 promulgated under the Securities Act or any successor rule thereto or any complementary rule thereto (such as Rule 144A). 1.10 Share Purchase Agreement means that certain Share Purchase Agreement dated as of the date hereof, by and among Carnivale, the Company, the Sellers and the Seller Representative (as defined therein), as it may be amended from time to time.

Certain Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of September 7, 2016 by and among EnergyTek Corp., a Nevada corporation ("ENTK"), ENTK Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of ENTK ("Merger Sub") and Timefire LLC, an Arizona limited liability company ("Timefire"), and solely with respect to Section 3.1, and the indemnification provisions of Article V, each of Jeffrey Rassas, Victor Sibilla and John Wise, in his capacity as Manager of Timefire, with respect to the following facts:

Certain Definitions. For purposes of this Section 1.1, capitalized words and terms have the following meanings: "Action" means any private or governmental claim, action, suit (whether in law or in equity), or proceeding of any nature pending in any court or arbitration proceeding or pending before any Governmental Authority. "Adverse Consequences" shall mean the actual financial loss suffered by an Indemnified Party (which shall be ENTK in the event of breach by the Timefire Managers and the Timefire Members in the event of a breach by ENTK) (i.e. reduced by any insurance proceeds or other payment or recoupment received, realized or retained by the Indemnified Party as a result of the events giving rise to the Claim net of any expenses related to the receipt of such proceeds, payment or recoupment, including retrospective premium adjustments, if any), but not any reduction in Taxes of the Indemnified Party occasioned by such loss or damage, provided, however, that Adverse Consequences shall not include consequential damages, multiple of earnings, decline in value or any other speculative damages. "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. "Agreement" means this Merger Agreement. "Arizona Act" shall mean the Arizona Limited Liability Company Act. "Balance Sheet" shall have the meaning contained in Section 3.1(s). "Balance Sheet Date" shall have the meaning contained in Section 3.1(s). "Claim" means a claim for indemnification asserted by a Party (which shall be ENTK in the event of breach by the Timefire Managers and the Timefire Managers in the event of a breach by ENTK) against another Party or a third party Claim. "Closing" means the closing of the Merger and the other transactions contemplated hereby. "Closing Date" shall have the meaning contained in Section 2.1. "Code" means the Internal Revenue Code of 1986, as amended. "Contract" means all contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures and all other agreements, commitments and legally binding arrangements, whether written or oral, but in each case solely to the extent legally binding. "Customizations" shall have the meaning contained in Section 3.1(j)(9)(B). "Deferred Compensation Plan" shall have the meaning contained in Section 3.1(n)(6). "Developer" shall have the meaning contained in Section 4.1(l)(6). "Developer Agreements" shall have the meaning contained in Section 4.1(l)(6). "Disclosure Schedules" means the Disclosure Schedules delivered with this Agreement. "Effective Time" shall have the meaning contained in Section 2.1(b). "EHSR" shall have the meaning contained in Section 3.1(n)(1). "Employment Agreements" shall have the meaning contained in Section 5.6. "Encumbrance" means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership. "ENTK" shall mean EnergyTek Corp, a Nevada corporation. "ENTK Common Stock" shall mean shares of ENTK common stock, par value of $0.001 per share. "ENTK Designees" shall have the meaning contained in Section 5.7(b)(2). "ENTK Financial Statements" shall mean the financial statements included in ENTK's SEC Reports. "ENTK Required Approvals" shall have the meaning contained in Section 4.1(c). "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. "Exchange Act" means the Securities Exchange Act of 1934. "Financing Warrants" shall have the meaning contained in Section 2.2(d). "GAAP" means generally accepted accounting principles. "General Expiration Date" shall have the meaning contained in Section 5.1(b)(1). "Governmental Authority" means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction. "Indemnified Party" shall have the meaning contained in Section 5.2. "Indemnifying Party" shall have the meaning contained in Section 5.2. "Interim Balance Sheet" shall have the meaning contained in Section 3.1(s). "Interim Balance Sheet Date" shall have the meaning contained in Section 3.1(s). "Intellectual Property" means all of the following and similar intangible property and related proprietary rights, interests and protections, however arising, pursuant to the Law

Certain Definitions from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of September 12, 2016 by and among Horizon Pharma plc, a public limited company organized under the laws of Ireland (Parent), Misneach Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Parent (Merger Sub), and Raptor Pharmaceutical Corp., a Delaware corporation (the Company). Certain capitalized terms used in this Agreement are defined in Article X.

Certain Definitions. For all purposes of and under this Agreement, the following capitalized terms shall have the following respective meanings: Acceptable Confidentiality Agreement shall mean an agreement which contains provisions limiting the disclosure or use of non-public information with respect to the Company that are not materially less favorable in the aggregate to the Company than the terms of the Confidentiality Agreement (provided that such Acceptable Confidentiality Agreement need not contain a standstill or similar provision if, upon the execution of this Agreement, any similar obligations contained in confidentiality agreements with third parties who have received confidential information relating to the Company or any of its Subsidiaries in the twelve month period prior to the date of this Agreement in connection with the contemplation of a possible Acquisition Proposal shall have expired). Acceptance Time shall mean the date and time of the acceptance for payment by Merger Sub of Company Shares pursuant to and subject to the conditions of the Offer. Acquisition Proposal shall mean any offer or proposal (other than an offer or proposal by Parent or Merger Sub) to engage in an Acquisition Transaction. Acquisition Transaction shall mean any transaction or series of related transactions (other than the transactions contemplated by this Agreement) resulting in: (i) any acquisition by any Person or group (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) of more than twenty percent (20%) of the outstanding voting securities of the Company or any tender offer or exchange offer that if consummated would result in any Person or group (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) beneficially owning more than twenty percent (20%) of the outstanding voting securities of the Company; (ii) any merger, consolidation, business combination, recapitalization, reorganization or other similar transaction involving the Company pursuant to which any Person or group (as defined in or under Section 13(d) of the Exchange Act), other than the Company Stockholders (as a group) immediately prior to the consummation of such transaction, would hold Company Shares representing more than twenty percent (20%) of the voting power of the surviving entity after giving effect to the consummation of such transaction; or (iii) any sale, lease (other than in the ordinary course of business), exchange, transfer, exclusive license, or other acquisition of more than twenty percent (20%) of the consolidated assets of the Company. Affiliate shall mean, with respect to any Person, any other Person which directly or indirectly controls, is controlled by or is under common control with such Person. For purposes of the immediately preceding sentence, the term control (including, with correlative meanings, the terms controlling, controlled by and under common control with), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by Contract or otherwise. Antitrust Law shall mean the Sherman Antitrust Act of 1890, as amended, the Clayton Act of 1914, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or the creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement. Business Day shall mean a day except a Saturday, a Sunday or other day on which banks in the City of New York or in Dublin, Ireland are authorized or required by Law to be closed. COBRA shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and any state law of similar effect. Code shall mean the Internal Revenue Code of 1986, as amended. Company 401(k) Plan shall mean the Companys Retirement Savings Plan. Company Awards shall mean the Company Options and the Company RSU Awards as the case may be. Company Board shall mean the Board of Directors of the Company. Company Convertible Notes shall mean those certain 8.0% Convertible Senior Notes due 2019 issued by the Company pursuant to that certain Convertible Note Purchase Agreement, dated July 1, 2014, with HealthCare Royalty Partners II, L.P., HCRP Overflow Fund, L.P. and MOLAG Healthcare Royalty, LLC. Company Employee shall mean any current or former employee, officer or director of the Company or any of its Subsidiaries. Company ESPP shall mean the Companys 2013 Employee Stock Purchase Plan. Company Intellectual Property Rights shall mean (a) all Intellectual Property Rights that are owned or purported to be owned by the Company or any

Certain Definitions from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of September 12, 2016 by and among Horizon Pharma plc, a public limited company organized under the laws of Ireland (Parent), Misneach Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Parent (Merger Sub), and Raptor Pharmaceutical Corp., a Delaware corporation (the Company). Certain capitalized terms used in this Agreement are defined in Article X.

Certain Definitions. For all purposes of and under this Agreement, the following capitalized terms shall have the following respective meanings: Acceptable Confidentiality Agreement shall mean an agreement which contains provisions limiting the disclosure or use of non-public information with respect to the Company that are not materially less favorable in the aggregate to the Company than the terms of the Confidentiality Agreement (provided that such Acceptable Confidentiality Agreement need not contain a standstill or similar provision if, upon the execution of this Agreement, any similar obligations contained in confidentiality agreements with third parties who have received confidential information relating to the Company or any of its Subsidiaries in the twelve month period prior to the date of this Agreement in connection with the contemplation of a possible Acquisition Proposal shall have expired). Acceptance Time shall mean the date and time of the acceptance for payment by Merger Sub of Company Shares pursuant to and subject to the conditions of the Offer. Acquisition Proposal shall mean any offer or proposal (other than an offer or proposal by Parent or Merger Sub) to engage in an Acquisition Transaction. Acquisition Transaction shall mean any transaction or series of related transactions (other than the transactions contemplated by this Agreement) resulting in: (i) any acquisition by any Person or group (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) of more than twenty percent (20%) of the outstanding voting securities of the Company or any tender offer or exchange offer that if consummated would result in any Person or group (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) beneficially owning more than twenty percent (20%) of the outstanding voting securities of the Company; (ii) any merger, consolidation, business combination, recapitalization, reorganization or other similar transaction involving the Company pursuant to which any Person or group (as defined in or under Section 13(d) of the Exchange Act), other than the Company Stockholders (as a group) immediately prior to the consummation of such transaction, would hold Company Shares representing more than twenty percent (20%) of the voting power of the surviving entity after giving effect to the consummation of such transaction; or (iii) any sale, lease (other than in the ordinary course of business), exchange, transfer, exclusive license, or other acquisition of more than twenty percent (20%) of the consolidated assets of the Company. Affiliate shall mean, with respect to any Person, any other Person which directly or indirectly controls, is controlled by or is under common control with such Person. For purposes of the immediately preceding sentence, the term control (including, with correlative meanings, the terms controlling, controlled by and under common control with), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by Contract or otherwise. Antitrust Law shall mean the Sherman Antitrust Act of 1890, as amended, the Clayton Act of 1914, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or the creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement. Business Day shall mean a day except a Saturday, a Sunday or other day on which banks in the City of New York or in Dublin, Ireland are authorized or required by Law to be closed. COBRA shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and any state law of similar effect. Code shall mean the Internal Revenue Code of 1986, as amended. Company 401(k) Plan shall mean the Companys Retirement Savings Plan. Company Awards shall mean the Company Options and the Company RSU Awards as the case may be. Company Board shall mean the Board of Directors of the Company. Company Convertible Notes shall mean those certain 8.0% Convertible Senior Notes due 2019 issued by the Company pursuant to that certain Convertible Note Purchase Agreement, dated July 1, 2014, with HealthCare Royalty Partners II, L.P., HCRP Overflow Fund, L.P. and MOLAG Healthcare Royalty, LLC. Company Employee shall mean any current or former employee, officer or director of the Company or any of its Subsidiaries. Company ESPP shall mean the Companys 2013 Employee Stock Purchase Plan. Company Intellectual Property Rights shall mean (a) all Intellectual Property Rights that are owned or purported to be owned by the Company or any

Certain Definitions from Registration Rights Agreement

This Registration Rights Agreement (the "Agreement") is made and entered into as of this 7th day of September, 2016 by and among Fibrocell Science, Inc., a Delaware corporation (the "Company"), and each of the several holders of Registrable Shares (as defined below) signatory hereto (each such holder, a "Holder" and, collectively, the "Holders").

Certain Definitions. As used in this Agreement, the following terms shall have the following meanings:"Affiliate" means any Person directly, or indirectly through one or more intermediaries, controls, or is controlled by, the Company or another specified Person."Business Day" means any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed."Commission" means the U.S. Securities and Exchange Commission."Common Stock" means the Company's common stock, par value $0.001 per share, and any securities into which such shares may hereinafter be reclassified."Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder."Initiating Holder" means any Holder who properly initiates a registration request under this Agreement."Note Shares" means collectively the shares of Common Stock of the Company issuable upon conversion of the Principal Amount and Accrued Interest of the Notes in accordance with its terms, as such number may be adjusted pursuant to the provisions thereof, and any other securities to which the holder may become entitled pursuant to the terms of the Notes; provided, that such other securities are a class of securities of an issuer that has a class of securities registered under the Exchange Act."Person" means and includes an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization and a government or any department or agency thereof."Prospectus" means (i) the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Shares covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and (ii) any "free writing prospectus" as defined in Rule 405 under the Securities Act."Qualifying Holder" means any Holder that (a) is deemed to be an "affiliate" (as such term is defined in Rule 144(a)) of the Company or (b) beneficially owns (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) at least ten percent (10%) of the Company's Common Stock then outstanding (disregarding for this purpose any and all limitations of any kind on conversion or exercise of any convertible securities owned by such Holder)."Register," "registered" and "registration" refer to a registration made by preparing and filing a Registration Statement or similar document in compliance with the Securities Act, and the declaration or ordering of effectiveness of such Registration Statement or document."Registrable Shares" means (i) any shares of Common Stock owned by the Holders, (ii) the Note Shares, and (iii) the Warrant Shares; provided, that, any such security shall not be a Registrable Share (A) upon sale pursuant to a Registration Statement or Rule 144, or (B) with respect to any Holder that is not deemed to be a Qualifying Holder immediately after the issuance of the Notes and Warrants pursuant to the Purchase Agreement, upon such security first becoming eligible for sale without restriction by a Holder pursuant to Rule 144, assuming cashless exercise or conversion thereof and, for purposes of such determination with respect to such Holder, the full conversion or exercise by such Holder of all convertible securities held by such Holder (disregarding for this purpose any and all limitations of any kind on conversion or exercise of any convertible securities owned by such Holder), or (C) with respect to any Holder that is deemed to be a Qualifying Holder immediately after the issuance of the Notes and Warrants pursuant to the Purchase Agreement, upon such security first becoming eligible for sale without restriction by a Holder pursuant to Rule 144, at the time of exercise or conversion thereof and, for purposes of such determination with respect to such Holder, the full conversion or exercise by such Holder of all convertible securities held by such Holder (disregarding for this purpose any and all limitations of any kind on conversion or exercise of any convertible securities owned by such Holder). For purposes of clarity, the Company's registration obligations hereunder shall terminate on a Holder-by-Holder basis upon the first instance in which such Holder does not own any Registrable Shares. "Registration Statement" means any registration statement of the Company filed under the Securities Act that covers the resale of any of the Registrable Shares pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement."Required Holders" means the Holders holding at least seventy perc

Certain Definitions from Amended and Restated Investor Rights Agreement

THIS THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this Agreement) is made as of September 9, 2011, by and among Everbridge, Inc., a Delaware corporation (the Company), and the Effective Time Holders listed on the attached Exhibit A. The Effective Time Holders and Prior Investors are collectively herein referred to as the Investors.

Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings: 1.1 Affiliate means, with respect to any specified person or entity, any other person or entity who, directly or indirectly, controls, is controlled by, or is under common control with such person or entity, including, without limitation, any general partner, managing member, officer or director of such person or entity or any venture capital 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 or entity. 1.2 Board shall mean the Board of Directors of the Company. 1.3 Commission shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. 1.4 Common Stock shall mean the shares of Common Stock of the Company, $0.001 par value per share. 1.5 Convertible Securities shall mean (a) the Warrant, and (b) the shares of Series A Preferred Stock and Series A-1 Preferred held by the Investors. 1.6 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. 1.7 Exchange Act shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. 1.8 Form S-3 shall mean Form S-3 issued by the Commission or any substantially similar form then in effect. 1.9 Holder shall mean any holder of outstanding Registrable Securities which have not been sold to the public, but only if such holder is (a) PMC, (b) one of the Investors, or (c) an assignee or transferee of registration rights as permitted by Section 16.1 of this Agreement. 1.10 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 natural person referred to herein. 1.11 Initiating Holders shall mean Holders who properly initiate a request for registration under this Agreement. 1.12 New Securities shall mean any capital stock of the Company, whether authorized or not, and any rights, options, or warrants to purchase said capital stock, and securities of any type whatsoever that are, or may become, convertible into or exercisable for said capital stock; provided, however, that New Securities does not include: (i) the Convertible Securities or the Companys Common Stock issuable upon conversion of the Convertible Securities; (ii) securities issued without consideration pursuant to a dividend, stock split, combination, recapitalization or similar transaction, (iii) securities issued as a dividend or distribution with respect to the Convertible Securities, (iv) securities issued upon the conversion of any debenture, warrant, option, or other convertible security outstanding on the date of this Agreement; (v) the issuance of the Companys capital stock (or rights therefor) in connection with the acquisition by the Company of another corporation or entity by consolidation, corporate reorganizations, or merger or purchase of all or substantially all of the assets of such corporation or entity as approved by the Board of Directors (including at least one of the Preferred Stock Directors); (vi) the issuance of the Companys capital stock (or rights therefor) as approved by the Board of Directors (including at least one of the Preferred Stock Directors) in connection with equipment leasing, real estate, bank financing or similar transactions; (vii) the issuance of the Companys capital stock (or rights therefor) as approved by the Board of Directors (including at least one of the Preferred Stock Directors) to vendors or customers; (viii) the issuance of the Companys capital stock (or rights therefor) as approved by the Board of Directors (including at least one of the Preferred Stock Directors) in connection with strategic alliances, joint ventures, or other corporate partnerships, research and development agreements, product development or marketing agreements or other similar agreements; (ix) issuances of securities on terms approved by the holders of at least a majority of the outstanding shares of the Convertible Securities, including a specific waiver of the right of participation set forth in Section 5 of this Agreement with respect thereto; (x) up to a number of shares in the Pool issued or deemed issued to officers, directors or employees of, or consultants to, the Company pursuant to a warrant, stock grant, option agreement or plan, purchase plan or other employee stock incentive program or agreement approved by the Board of Directors, and any increase in the Pool approved by the Board or Directors (including the approval of at least one Preferred Stock Director); or (xi) securities issued by the Company p