$0.001 Uses in Certain Definitions Clause

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

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

Certain Definitions from Registration Rights Agreement

This Registration Rights Agreement (the "Agreement") is made and entered into as of this 4th day of August, 2016, by and among Cinedigm Corp., a Delaware corporation (the "Company"), (ii) the holders of the Company's Common Stock (the "Holders") set forth on the attached Schedule A and such persons who may become Holders from time to time pursuant to Section 8(e) below.

Certain Definitions. As used in this Agreement, the following terms shall have the following meanings:"Affiliate" means, with respect to a person, another person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such person. For the purpose of this definition, "control" includes the beneficial ownership of more than 50% of the equity securities of an entity."Allowed Delay" has the meaning assigned to such term in Section 2(c)(ii)"Blackout Period" has the meaning assigned to such term in Section 2(c)(i)."Chez IRA" means first Bank & Trust as Custodian of the Ronald L. Chez IRA #1073."Common Stock" means the Company's Class A common stock, par value $0.001 per share, and any securities into which such shares may hereinafter be reclassified."Filing Deadline" has the meaning assigned to such term in Section 2(a).NY01\SherC\4300269.1"Holders" has the meaning assigned to such term in the introductory paragraph, along with any Affiliate or permitted transferee of any Holder who becomes a holder of any shares of Common Stock."Initial Closing Date" means July 14, 2016."Lead Counsel" means counsel designated by the Lead Holder."Lead Holder" means Chez IRA."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."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 Warrant Shares and the Shares and (ii) any other securities issued or issuable with respect to or in exchange for Registrable Securities, whether by exercise, conversion, merger, charter amendment or otherwise; provided, that, a security shall cease to be a Registrable Security upon (A) a sale pursuant to an effective Registration Statement or Rule 144 or any other applicable exemption under the 1933 Act, or (B) such security becoming eligible for sale without restriction by the Holder thereof pursuant to Rule 144."Registration Statement" means any registration statement of the Company filed under the 1933 Act 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 Holders" means (i) the Lead Holder and (ii) the Holders beneficially owning a majority of the Registrable Securities without giving effect to any beneficial ownership limitation set forth in Warrants (inclusive of the Lead Holder)."SEC" means the U.S. Securities and Exchange Commission.NY01\SherC\4300269.1 2"Second Lien Loan Documents" has the meaning assigned to such term in the Second Lien Loan Agreement."Shares" means shares of Common Stock issued to Holders by the Company in connection with the Second Lien Financing and related transactions, including an aggregate of 406,000 shares of Common Stock issued to the Lead Holder thereunder, as well as 155,000 shares of Common Stock issued to an affiliate of the Lead Holder pursuant to the Settlement Agreement, dated July 30, 2015, as amended, with the Company."Subsequent Closing Date" means the latest Subsequent Closing Date as defined in the Second Lien Loan Agreement."Underwritten Offering" means a sale of securities of the Company to an underwriter or underwriters for re-offering to the public."Warrant Shares" means the shares of Common Stock issuable upon exercise of the Warrants (including, without limitation, any shares of Common Stock issuable pursuant to the anti-dilution and other adjustment provisions set forth in the Warrants)."Warrants" means the warrants issued to the Lead Holder by the Company on the Initial Closing Date pursuant to the Second Lien Loan Documents.

Certain Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is made as of by and among Forterra, Inc., a Delaware corporation (the Company), and LSF9 Concrete Mid-Holdings Ltd (the Original Holder) as of , 2016.

Certain Definitions. As used in this Agreement, capitalized terms not otherwise defined herein shall have the meanings ascribed to them below: Affiliate means, with respect to any specified Person, any other Person who or which, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person. Business Day means any day that is not a Saturday, Sunday or other day on which banks are required or authorized by law to be closed in The City of New York. Common Stock means the common stock, par value $0.001 per share, of the Company, and any equity securities issued or issuable in exchange for or with respect to the Common Stock by way of a stock dividend, stock split or combination of shares or in connection with a reclassification, recapitalization, merger, consolidation or other reorganization or otherwise. Common Stock Equivalent 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), Common Stock. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. FINRA means the Financial Industry Regulatory Authority, Inc. Holder or Holders means the Original Holder and any Person who shall acquire and hold Registrable Securities in accordance with the terms of this Agreement. Issuer Free Writing Prospectus means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an offer of Registrable Securities. Majority Participating Holders means Participating Holders holding more than 50% of the Registrable Securities proposed to be included in any offering of Registrable Securities by such Participating Holders pursuant to Section 2.1 or Section 2.2. Participating Holder means a Holder who shall have properly submitted a written request for inclusion of such Holders Registrable Securities in a registration pursuant to Section 2.1 or 2.2 hereof. Person means any individual, corporation, partnership, limited liability company, limited liability partnership, syndicate, person, trust, association, organization or other entity or any governmental or regulatory body or other agency or authority or political subdivision thereof, including any successor, by merger or otherwise, of any of the foregoing. Registrable Securities means (i) shares of Common Stock held by the Original Holder as of the date hereof, (ii) shares of Common Stock issued or issuable, directly or indirectly, in exchange for or with respect to the Common Stock referenced in clause (i) above and (iii) any other shares of Common Stock owned or hereafter acquired by the Original Holder. Any particular Registrable Securities shall cease to be Registrable Securities when (A) a registration statement with respect to the sale of such securities shall have been declared effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (B) such securities shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities Act or (C) such securities shall cease to be outstanding. Registration Expenses means all fees and expenses incurred in connection with the Companys performance of or compliance with the provisions of Article II, including, without limitation: (i) all registration, listing, qualification and filing fees (including FINRA filing fees); (ii) fees and expenses of compliance with state securities or blue sky laws (including counsel fees in connection with the preparation of a blue sky and legal investment survey and FINRA filings); (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 the Company; (vii) with respect to each registration, the fees and disbursements of one counsel for the Participating Holder(s) selected by the Majority Participating Holders, in the case of a registration pursuant to Section 2.2; (viii) fees and disbursements of independent public accountants, including the expenses of any audit or comfort letter, and fees and expenses of other persons, including special experts, retained by the Company; (ix) underwriter fees, excluding discounts and commissions, and any other expenses which are customarily borne by the issuer or seller of securities in a public equity offering; and (x) all internal expenses of the Company (including all salaries and expenses of officers and employees performing legal or accounting duties). SEC means the Securities and Exchange Commission. Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.