$0.001 Uses in Certain Definitions Clause

Certain Definitions from Amended and Restated Registration Rights Agreement

This Third Amended and Restated Registration Rights Agreement, dated as of April 6, 2016 (this Agreement), is entered into by and among Kala Pharmaceuticals, Inc., a Delaware corporation (the Company), the individuals and entities listed on Schedule A attached hereto (collectively, the Investors and each individually, an Investor) and the individual listed on Schedule B attached hereto (the Key Holder, and together with the Investors, the Stockholders).

Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings: Charter shall mean the Companys Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time. Commission shall mean the United States Securities and Exchange Commission, or any other federal agency administering the Securities Act and the Exchange Act at the time. Common Stock shall mean the Companys common stock, par value $0.001 per share. Damages shall mean any loss, claim, damage, expense or liability, joint or several, to which a party hereto may become subject under the Securities Act, the Exchange Act or any other statute or at common law. Exchange Act shall mean the Securities Exchange Act of 1934, as amended, or any similar successor federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. Indemnified Person shall mean a Company Indemnified Person and/or a Stockholder Indemnified Person, as applicable. Joinder Agreement shall mean a joinder agreement in substantially the form attached hereto as Exhibit I. Key Holder Registrable Securities shall mean the shares of Common Stock held, or hereafter acquired, by the Key Holder from the Company, including without limitation any shares of Common Stock issued to the Key Holder upon the exercise of stock options. Person shall mean an individual, a corporation, a partnership, a joint venture, a trust, an unincorporated organization, a limited liability company or partnership, a government and any agency or political subdivision thereof. Preferred Stock shall mean, collectively, the Seed Preferred Stock, the Series A Preferred Stock, the Series B Preferred Stock, the Series B-1 Preferred Stock and the Series C Preferred Stock. Registrable Securities shall mean (i) the shares of Common Stock issued or issuable upon conversion of the Preferred Stock held, or hereafter acquired, by the Investors (the Investor Registrable Securities), (ii) Key Holder Registrable Securities and (iii) any other shares of Common Stock issued or issuable in respect of such Investor Registrable Securities or Key Holder Registrable Securities (because of stock splits, stock dividends, reclassifications, recapitalizations or similar events). Securities Act shall mean the Securities Act of 1933, as amended, or any similar successor federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. Seed Preferred Stock shall mean the Companys Seed Preferred Stock, par value $0.001 per share. Series A Preferred Stock shall mean the Companys Series A Preferred Stock, par value $0.001 per share. Series B Preferred Stock shall mean the Companys Series B Preferred Stock, par value $0.001 per share. Series B-1 Preferred Stock shall mean the Companys Series B-1 Preferred Stock, par value $0.001 per share.

Certain Definitions from Equity Incentive Plan

Certain Definitions. Absolute Share Limit shall have the meaning given such term in Section 1.5 of this Plan. Affiliate shall mean (i) any person directly or indirectly controlling, controlled by, or under common control with such other person, (ii) any executive officer or general partner of such other person and (iii) any legal entity for which such person acts as an executive officer or general partner. Agreement shall mean the written or electronic agreement evidencing an award hereunder between the Company and the recipient of such award. Award shall mean any Option (including any Incentive Stock Option or any Nonqualified Stock Option), SAR, Bonus Stock Award, Restricted Stock Award, Restricted Stock Unit Award, Performance Award, Other Equity-Based Award (including LTIP Units), or Substitute Award, together with any other right or interest, granted to a Participant. Board shall mean the Board of Directors of the Company. Bonus Stock shall mean shares of Common Stock which are not subject to a Restriction Period or Performance Measures. Bonus Stock Award shall mean an award of Bonus Stock under this Plan. Change in Control shall have the meaning set forth in Section 6.8(b). Class A Shares shall mean the Class A common stock, $0.001 par value per share, of the Company, and all rights appurtenant thereto. Code shall mean the Internal Revenue Code of 1986, as amended. Committee shall mean the Compensation Committee designated by the Board, consisting of two or more members of the Board, each of whom may be (i) a Non-Employee Director within the meaning of Rule 16b-3 under the Exchange Act, (ii) an outside director within the meaning of Section 162(m) of the Code (if awards under this Plan are subject to the deduction limitation of Section 162(m) of the Code) and (iii) independent within the meaning of the rules of the New York Stock Exchange or any other stock exchange on which the shares of Common Stock have been listed by the Company. If there is no Compensation Committee, then Committee shall mean the Board; provided, however, that any action taken by the Committee shall be valid and effective, whether or not the members of the Committee at the time of such action are later determined not to have satisfied the foregoing requirements or otherwise provided in any charter of the Committee; and provided further that with respect to awards made to a Non-Management Director, Committee shall mean the Board. Common Stock shall mean the common stock, par value $0.001 per share, of the Company, and all rights appurtenant thereto. Company shall mean TPG RE Finance Trust, Inc., a Maryland corporation, or any successor thereto. Consultant shall mean any consultant or advisor, including a consultant or advisor of the Manager or any of its Affiliates, who is a natural person and who provides services to the Company or any Subsidiary, so long as that person (i) renders bona fide services that are not in connection with the offer and sale of the Companys securities in a capital raising transaction, (ii) does not directly or indirectly promote or maintain a market for the Companys securities, and (iii) otherwise qualifies as a consultant under the applicable rules of the Securities and Exchange Commission for registration of securities on a Form S-8 registration statement (or any successor thereto). Dividend Equivalent Right shall mean the right, subject to the terms and conditions prescribed by the Committee, of a Participant to receive (or have credited) cash, securities, or other property in amounts equivalent to the cash, securities, or other property dividends declared on shares of Common Stock with respect to specified Restricted Stock Units, Performance Awards, or Other Equity-Based Awards of units denominated in shares of Common Stock or other Company securities, as determined by the Committee, in its sole discretion. Except as otherwise provided by the Committee, Dividend Equivalent Rights payable on a Restricted Stock Unit award, a Performance Award, or an Other Equity-Based Award that does not become non-forfeitable solely on the basis of continued employment or service shall be accumulated and distributed, without interest, only when and to the extent that, the underlying award is vested and earned. The Committee may provide that Dividend Equivalent Rights (if any) shall be automatically reinvested in additional shares of Common Stock or otherwise reinvested, applied to the purchase of additional Awards under this Plan, or deferred without interest to the date of vesting of the associated Award. Effective Date shall mean [*], the date on which this Plan was adopted by the Board, subject to obtaining the approval of the Companys stockholders. Exchange Act shall mean the Securities Exchange Act of 1934, as amended. Fair Market Value shall mean, as of any specified date, (i) if the Common Stock is listed on a national securities exchange, the closing sales price of a share of Common Stock, as reported on the stock exchange composi

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), the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (collectively, the Brokers), and the other person(s) named on the signature pages hereto holding in the aggregate up to 700,000 shares of Common Stock (the Other Holders).

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 final 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, (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 a Broker or from any Permitted Assig

Certain Definitions from Incentive Plan

Certain Definitions. Agreement shall mean the written or electronic agreement evidencing an award hereunder between the Company and the recipient of such award. Board shall mean the Board of Directors of the Company. Change in Control shall have the meaning set forth in Section 5.8(c). Code shall mean the Internal Revenue Code of 1986, as amended. Committee shall mean the Committee designated by the Board, consisting of two or more members of the Board, each of whom may be (i) a Non-Employee Director within the meaning of Rule 16b-3 under the Exchange Act, (ii) an outside director within the meaning of Section 162(m) of the Code and (iii) independent within the meaning of the rules of The New York Stock Exchange or, if the Common Stock is not listed on The New York Stock Exchange, within the meaning of the rules of the principal national stock exchange on which the Common Stock is then traded. Common Stock shall mean the common stock, par value $0.001 per share, of the Company, and all rights appurtenant thereto. Company shall mean Navigant Consulting, Inc., a Delaware corporation, or any successor thereto. Corporate Transaction shall have the meaning as set forth in Section 5.8(c)(iii). Exchange Act shall mean the Securities Exchange Act of 1934, as amended. Fair Market Value shall mean the closing transaction price of a share of Common Stock as reported on The New York Stock Exchange on the date as of which such value is being determined or, if the Common Stock is not listed on The New York Stock Exchange, the closing transaction price of a share of Common Stock on the principal national stock exchange on which the Common Stock is traded on the date as of which such value is being determined or, if there shall be no reported transactions for such date, on the next preceding date for which transactions were reported; provided, however, that if the Common Stock is not listed on a national stock exchange or if Fair Market Value for any date cannot be so determined, Fair Market Value shall be determined by the Committee in good faith and in accordance with Section 409A of the Code. Free-Standing SAR shall mean an SAR which is not granted in tandem with, or by reference to, an option, which entitles the holder thereof to receive, upon exercise, shares of Common Stock (which may be Restricted Stock) or, to the extent set forth in the applicable Agreement, cash or a combination thereof, with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of such SARs which are exercised. Incentive Stock Option shall mean an option to purchase shares of Common Stock that meets the requirements of Section 422 of the Code, or any successor provision, which is intended by the Committee to constitute an Incentive Stock Option. Incumbent Board shall have the meaning set forth in Section 5.8(c)(ii). Non-Employee Director shall mean any director of the Company who is not an officer or employee of the Company or any Subsidiary. Nonqualified Stock Option shall mean an option to purchase shares of Common Stock which is not an Incentive Stock Option. Outstanding Common Stock shall have the meaning set forth in Section 5.8(c)(i). Outstanding Voting Securities shall have the meaning set forth in Section 5.8(c)(i). Performance Awards shall mean a right to receive an amount of cash, shares of Common Stock, or a combination of both, contingent upon the attainment of specified Performance Measures within a specified Performance Period. Performance Measures shall mean the criteria and objectives, established by the Committee, which shall be satisfied or met (i) as a condition to the grant or exercisability of all or a portion of an option or SAR or (ii) during the applicable Restriction Period or Performance Period as a condition to the vesting of the holders interest in the shares of Common Stock subject to an award or the holders receipt of the shares of Common Stock or payment with respect to an award, as applicable. To the extent necessary for an award to be qualified performance-based compensation under Section 162(m) of the Code and the regulations thereunder, such criteria and objectives shall be one or more of the following corporate-wide or subsidiary, division, operating unit or individual measures: the attainment by a share of Common Stock of a specified Fair Market Value for a specified period of time, earnings per share, return on assets, return on equity, return on investments, return on invested capital, total shareholder return, earnings or net income of the Company before or after taxes and/or interest, EBITDA, revenues, market share, cash flow or cost reduction goals, interest expense, economic value created, gross margin, operating margin, net cash provided by operations, and strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion goals,

Certain Definitions from Registration Rights Agreement

This Registration Rights Agreement (the Agreement) is made and entered into as of , 2017 by and among [Mercury] (which name, prior to the closing of the Merger, was [Trojan]), a Delaware corporation (the Company), and the Investors named in that certain Securities Purchase Agreement by and among the Company and the Investors of even date herewith (the Purchase Agreement). The Company and the Investors may each be referred to herein individually as a Party and collectively as the Parties. This Agreement is made pursuant to the Purchase Agreement and shall be effective as of the Closing. Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

Certain Definitions. As used in this Agreement, the following terms shall have the following meanings: Business Day means any day, other than Saturday or Sunday, on which banks in New York City are open for the general transaction of business. Common Stock means the Companys common stock, par value $0.001 per share, and any securities into which such shares may hereinafter be reclassified. Closing shall have the meaning provided for in the Purchase Agreement. Eligible Market means any of The New York Stock Exchange, Inc., The NYSE MKT, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market. Exchange Act means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder. Initial Registration Statement means the initial Registration Statement filed pursuant to Section 2(a) of this Agreement. Investors means the Investors identified in the Purchase Agreement and any Affiliate, successor or assign, or permitted transferee of any Investor who is a subsequent holder of any Registrable Securities. Merger Agreement means that certain Agreement and Plan of Merger and Reorganization, dated as of March , 2017, by and among [Mercury], [Trojan], a Delaware corporation (Trojan), and [Trojan Merger Sub, Inc.], a Delaware corporation. 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 Securities Act. 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 (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, stock split, dividend, recapitalization, or otherwise; provided, that, a security shall cease to be a Registrable Security upon (A) the sale of such security pursuant to a Registration Statement or Rule 144 under the Securities Act, or (B) such security becoming eligible for sale without restriction by the applicable Investor pursuant to Rule 144. Registration Statements means any one or more registration statements of the Company filed under the Securities Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement (including, without limitation, the Initial Registration Statement and any Remainder Registration Statements), 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. Remainder Registration Statements has the meaning set forth in Section 2(c). Required Investors means the Investors holding a majority of the Registrable Securities. Rule 144 means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule. Rule 415 means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule. SEC means the U.S. Securities and Exchange Commission. Securities Act means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder. Shares means the aggregate number of shares of Common Stock issued pursuant to the Purchase Agreement. Trading Day means (a) any day on which the Common Stock is listed or quoted and traded on its primary Trading Market, or (b) if the Common Stock is not then listed or quoted and traded on its primary Trading Market, then a day on which trading of the Common Stock occurs on an Eligible Market, or (c) if the Common Stock is not listed or quoted as set forth in clauses (a) or (b) hereof, any Business Day. Trading Market means The New York Stock Exchange, Inc., The NYSE MKT, The NASDAQ Global Select Market, The NASDAQ Global Market, The NASDAQ Capital Market or any other Eligible Market, or any national securities exchange, market or trading or quotation facility on which the Common Stock is then listed or quoted. Warrants means the Warrants issued pursuant to the Purchase Agreement. Warrant Shares means the shares of Common St

Certain Definitions from Registration Rights Agreement

This Registration Rights Agreement (the Agreement) is made and entered into as of this 10th day of May, 2017 by and among Oragenics, Inc., a Florida corporation (the Company), and each of the several holders of Registrable Securities (as defined below) signatory hereto (each such holder, a Holder and, collectively, the Holders). Capitalized terms used herein have the respective meanings ascribed thereto in that certain Securities Purchase Agreement dated May 10, 2017 by and among the Company and the other parties signatory thereto (the Purchase Agreement) unless otherwise defined herein.

Certain Definitions. As used in this Agreement, the following terms shall have the following meanings: Commission means the U.S. Securities and Exchange Commission. Common Stock means the Companys common stock, par value $0.001 per share, and any securities into which such shares may hereinafter be reclassified. Conversion Shares shall mean collectively the shares of Common Stock of the Company or other Securities issuable upon conversion of the Preferred Stock. Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect . Initiating Holder means any Holder who properly initiates a registration request under this Agreement. 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. 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 Conversion Shares, (iii) the Warrant Shares, and (iv) any other securities issued or issuable with respect to or in exchange for the Conversion Shares and Warrant Shares, whether by merger, charter amendment or otherwise; provided, that, a security shall not be a Registrable Share (A) upon sale pursuant to a Registration Statement or Rule 144, or (B) while such security is eligible for sale without restriction by the Holders pursuant to Rule 144, assuming, for purposes of such determination with respect to each 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). 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 a majority of the Conversion Shares and Warrant Shares, considered collectively, 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). Rule 144 means Rule 144 promulgated under the Securities Act or any successor rule thereto. Securities Act means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect . Warrant Shares shall mean collectively the shares of Common Stock of the Company issuable upon exercise of the Warrants in accordance with their 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 Warrants.

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 Amended and Restated Registration Rights Agreement

This Third Amended and Restated Registration Rights Agreement, dated as of April 6, 2016 (this Agreement), is entered into by and among Kala Pharmaceuticals, Inc., a Delaware corporation (the Company), the individuals and entities listed on Schedule A attached hereto (collectively, the Investors and each individually, an Investor) and the individual listed on Schedule B attached hereto (the Key Holder, and together with the Investors, the Stockholders).

Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings: Charter shall mean the Companys Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time. Commission shall mean the United States Securities and Exchange Commission, or any other federal agency administering the Securities Act and the Exchange Act at the time. Common Stock shall mean the Companys common stock, par value $0.001 per share. Damages shall mean any loss, claim, damage, expense or liability, joint or several, to which a party hereto may become subject under the Securities Act, the Exchange Act or any other statute or at common law. Exchange Act shall mean the Securities Exchange Act of 1934, as amended, or any similar successor federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. Indemnified Person shall mean a Company Indemnified Person and/or a Stockholder Indemnified Person, as applicable. Joinder Agreement shall mean a joinder agreement in substantially the form attached hereto as Exhibit I. Key Holder Registrable Securities shall mean the shares of Common Stock held, or hereafter acquired, by the Key Holder from the Company, including without limitation any shares of Common Stock issued to the Key Holder upon the exercise of stock options. Person shall mean an individual, a corporation, a partnership, a joint venture, a trust, an unincorporated organization, a limited liability company or partnership, a government and any agency or political subdivision thereof. Preferred Stock shall mean, collectively, the Seed Preferred Stock, the Series A Preferred Stock, the Series B Preferred Stock, the Series B-1 Preferred Stock and the Series C Preferred Stock. Registrable Securities shall mean (i) the shares of Common Stock issued or issuable upon conversion of the Preferred Stock held, or hereafter acquired, by the Investors (the Investor Registrable Securities), (ii) Key Holder Registrable Securities and (iii) any other shares of Common Stock issued or issuable in respect of such Investor Registrable Securities or Key Holder Registrable Securities (because of stock splits, stock dividends, reclassifications, recapitalizations or similar events). Securities Act shall mean the Securities Act of 1933, as amended, or any similar successor federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. Seed Preferred Stock shall mean the Companys Seed Preferred Stock, par value $0.001 per share. Series A Preferred Stock shall mean the Companys Series A Preferred Stock, par value $0.001 per share. Series B Preferred Stock shall mean the Companys Series B Preferred Stock, par value $0.001 per share. Series B-1 Preferred Stock shall mean the Companys Series B-1 Preferred Stock, par value $0.001 per share.

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.