$0.001 Uses in Definitions Clause

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of June 15, 2017 by and among LONESTAR RESOURCES US INC., a Delaware corporation (the Company) and SN UR Holdings, LLC, a Delaware limited liability company (the Initial Holder).

Definitions. The terms set forth below are used herein as so defined: Adverse Effect has the meaning given to such term in Section 2.02(c). Affiliate means, with respect to a specified Person, directly or indirectly controlling, controlled by, or under direct or indirect common control with such specified Person. For the purposes of this definition, control means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. Agreement has the meaning given to such term in the introductory paragraph. Business Day means any day other than a Saturday, Sunday, any federal legal holiday or day on which banking institutions in the State of New York or State of Texas are authorized or required by law or other governmental action to close. Closing Date means the date hereof. Commission has the meaning given to such term in Section 1.02. Common Stock means the Class A Voting Common Stock, par value $0.001 per share, of the Company. Company has the meaning given to such term in the introductory paragraph. Effective Date means, with respect to a particular Shelf Registration Statement, the date of effectiveness of such Shelf Registration Statement. Effectiveness Deadline has the meaning given to such term in Section 2.01(a). Effectiveness Period has the meaning given to such term in Section 2.01(a). Exchange Act means the Securities Exchange Act of 1934, as amended. Existing Registration Rights Agreements means (i) that certain Registration Rights Agreement, dated the date hereof, between the Company and Battlecat Oil & Gas, LLC, (ii) that certain Registration Rights Agreement, dated October 26, 2016, between the Company and EF Realisation Company Limited, as amended to the date hereof, (iii) that certain Registration Rights Agreement, dated August 2, 2016, among the Company, Leucadia National Corporation and Juneau Energy, LLC, as amended to the date hereof, and (iv) that certain Registration Rights Agreement, dated the date hereof, between the Company and Chambers Energy Capital III, LP. Filing Deadline has the meaning given to such term in Section 2.01(a). Holder means the Initial Holder and each of its transferees and assigns, in each case, for so long as each such Person is a record holder of any Registrable Securities. Initial Holder has the meaning given to such term in the introductory paragraph. Losses has the meaning given to such term in Section 2.06(a). Person means any individual, corporation, partnership, voluntary association, partnership, joint venture, trust, limited liability partnership, unincorporated organization, government or any agency, instrumentality or political subdivision thereof, or any other form of entity. Piggyback Notice has the meaning given to such term in Section 2.02(a). Piggyback Registration Statement has the meaning given to such term in Section 2.02(a). Primary Managing Underwriter means, with respect to any Underwritten Offering pursuant to Section 2.02, the lead book-running manager of such Underwritten Offering. Purchase and Sale Agreement means that certain Purchase and Sale Agreement by and between the Company and SN Marquis LLC dated as of May 26, 2017, as amended by that certain Amendment No. 1 to Purchase and Sale Agreement, dated as of June 15, 2017, by and between the same parties. Registrable Securities means (i) the aggregate number of shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock issued to the Initial Holder pursuant to the Purchase and Sale Agreement and (ii) any shares of Common Stock issued or issuable with respect to any shares described in subsection (i) above by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other reorganization or other similar event with respect to the Common Stock (it being understood that, for purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Securities whenever such Person has the right to then acquire or obtain from the Company any Registrable Securities, whether or not such acquisition has actually been effected and whether or not subject to contingencies or conditions to the issuance of the Common Stock or conversion of any securities into Common Stock, including the Series B Preferred Stock). Registration Expenses has the meaning given to such term in Section 2.05(b). Registration Statement means a Shelf Registration Statement, Piggyback Registration Statement or other registration statement required pursuant hereto, as applicable. Required Holders means Holders of greater than 50% of the Registrable Securities. Securities Act means the Securities Act of 1933, as amended. Securities Purchase Agreement means the Amended and Restated Securities Purchase Agreement, dated as of June 15, 2017, by a

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of June 15, 2017 by and among LONESTAR RESOURCES US INC., a Delaware corporation (the Company), and each of the Persons listed on Schedule 1 hereto (the Initial Holders).

Definitions. The terms set forth below are used herein as so defined: Adverse Effect has the meaning given to such term in Section 2.02(c). Affiliate means, with respect to a specified Person, directly or indirectly controlling, controlled by, or under direct or indirect common control with such specified Person. For the purposes of this definition, control means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. Agreement has the meaning given to such term in the introductory paragraph. Battlecat Registration Rights Agreement means that certain Registration Rights Agreement, dated the date hereof, between the Company and Battlecat Oil & Gas, LLC. Commission has the meaning given to such term in Section 1.02. Common Stock means the Class A Voting Common Stock, par value $0.001 per share, of the Company. Company has the meaning given to such term in the introductory paragraph. Convertible Preferred Stock means the shares currently or hereafter existing of the Companys Series A-1 Convertible Participating Preferred Stock, par value $0.001. EF Registration Rights Agreement means that certain Registration Rights Agreement, dated October 26, 2016, between the Company and EF Realisation Company Limited. Effectiveness Deadline has the meaning given to such term in Section 2.01(a). Effectiveness Period has the meaning given to such term in Section 2.01(a). Exchange Act means the Securities Exchange Act of 1934, as amended. Existing Registration Rights Agreements means (i) the Battlecat Registration Rights Agreement, (ii) that certain Registration Rights Agreement, dated the date hereof, between the Company and SN Marquis LLC, (iii) the EF Registration Rights Agreement and (iv) the Leucadia Registration Rights Agreement. Filing Deadline has the meaning given to such term in Section 2.01(a). Holder means the Initial Holder and each of its transferees and assigns, in each case, for so long as each such Person is a record holder of any Registrable Securities. Initial Holder has the meaning given to such term in the introductory paragraph. Leucadia Registration Rights Agreement means that certain Registration Rights Agreement, dated August 2, 2016, among the Company, Leucadia National Corporation and Juneau Energy, LLC. Losses has the meaning given to such term in Section 2.07(a). Person means any individual, corporation, partnership, voluntary association, partnership, joint venture, trust, limited liability partnership, unincorporated organization, government or any agency, instrumentality or political subdivision thereof, or any other form of entity. Piggyback Notice has the meaning given to such term in Section 2.03(a). Piggyback Registration Statement has the meaning given to such term in Section 2.03(a). Primary Managing Underwriter means, with respect to any Underwritten Offering pursuant to Section 2.03, the lead book-running manager of such Underwritten Offering. Registrable Securities means, subject to Section 1.02, (i) the aggregate number of shares of Common Stock hereafter acquired by the Initial Holders or any Holder pursuant to the conversion of the Convertible Preferred Stock, (ii) any shares of Common Stock issuable pursuant to the terms of the Convertible Preferred Stock and (iii) any shares of Common Stock issued or issuable with respect to any shares described in subsection (i) above by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other reorganization or other similar event with respect to the Common Stock (it being understood that, for purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Securities whenever such Person has the right to then acquire or obtain from the Company any Registrable Securities, whether or not such acquisition has actually been effected). Registration Expenses has the meaning given to such term in Section 2.06(b). Registration Statement means a Shelf Registration Statement, Secondary Offering Registration Statement, Piggyback Registration Statement or other registration statement required pursuant hereto, as applicable. Secondary Managing Underwriter means, with respect to any Underwritten Offering pursuant to Section 2.02, the lead book-running manager of such Underwritten Offering. Secondary Offering has the meaning given to such term in Section 2.02(a). Secondary Offering Registration Statement has the meaning given to such term in Section 2.02(a). Securities Act means the Securities Act of 1933, as amended. Securities Purchase Agreement means that certain Amended and Restated Securities Purchase Agreement by and among the Company and the Initial Holders dated as of June 15, 2017. Selling Expenses has the meaning given to such term in Section 2.06(b). Selling Ho

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of May 25, 2017, between The Greater Cannabis Company, Inc., a Florida corporation and its predecessors (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a Purchaser and collectively, the Purchasers).

Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Articles of Incorporation (as defined herein), and (b) the following terms have the meanings set forth in this Section 1.1: Acquiring Person shall have the meaning ascribed to such term in Section 4.15. Action shall have the meaning ascribed to such term in Section 3.1(j). Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act. Board of Directors means the board of directors of the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Closing means a Closing of the purchase and sale of the Securities pursuant to Section 2.1. Closing Date means the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligation to pay the Subscription Amount at such Closing, and (ii) the Companys obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, $0.001 par value per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Company Counsel means John T. Root, Jr., Esq., P.O. Box 701, Greenbrier, Arkansas 72058, fax: (501) 325-1130. Conversion Price shall have the meaning ascribed to such term in the Note. Conversion Shares means shares of the Companys Common Stock issuable upon conversion of the Note and interest in accordance with the terms of the Note. Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith. Disqualification Event shall have the meaning ascribed to such term in Section 3.1(gg). End Date shall mean two years after the Closing Date. Escrow Agreement means the escrow agreement to be employed in connection with the sale of the Securities, a copy of which is annexed hereto as Exhibit C. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Exempt Issuance means the issuance of (a) shares of Common Stock and options to officers, directors, employees, or consultants of the Company prior to and after the Closing Date in the amounts and on the terms set forth on Schedule 3.1(g), (b) securities upon the exercise or exchange of or conversion of Securities issued hereunder (subject to adjustment for forward and reverse stock splits and the like that occur after the date hereof) and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities and any term thereof have not been amended since the date of this Agreement to increase the number of such securities or to decrease the issue price, exercise price, exchange price or conversion price of such securities and which securities and the principal terms thereof are set forth on Schedule 3.1(g), and (c) securities issued or issuable pursuant to the Offering and this Agreement, the Note, the Warrants and other Transaction Documents, or upon exercise or conversion of any such securities. FCPA means the Foreign Corrupt Practices Act of 1977, as amended. FDA shall have the meaning ascribed to such term in Section 3.1(ff). FDCA shall have the meaning ascribed to such term in Section 3.1(ff). Financial Statements means the financial information annexed hereto as Schedule 3.1(h). Fully-Diluted Basis means the assumption that all options, warrants or other convertible securities or instruments or other rights to acquire Common Stock or any other existing or future classes of capital stock have been exercised or converted, as applicable, in full, regardless of whether any such options, warrants, convertible securities or instruments or other rights are then vested or exercisable or convertible in accordance with their terms. GAAP shall mean United States generally accepted accounting principals applied on a consistent basis. Going Public Event s

Definitions from Amended and Restated Investor Rights Agreement

SEVENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, dated as of December 23, 2016 (this Agreement), among AILERON THERAPEUTICS, INC., a Delaware corporation (the Issuer), and the investors in the Issuer named in Schedule I hereto (collectively, the Investors), amending and restating the Sixth Amended and Restated Investor Rights Agreement, dated as of October 14, 2014 (the Sixth Amended and Restated Investor Rights Agreement), among the Issuer and the Investors.

Definitions. For purposes of this Agreement, the following terms have the following respective meanings: Additional Shares means shares of Common Stock (i) acquired by the Investors or (ii) issued or issuable to the Investors upon conversion or exercise of any security of the Issuer other than by conversion of the Preferred Shares, provided that (a) in the case of clause (i) such shares of Common Stock are, at the time of their acquisition, restricted securities as such term is defined in Rule 144 or otherwise subject to the restrictions on resale of Rule 144 and (b) in the case of clause (ii), such security is a restricted security at the time of acquisition or is otherwise subject to restrictions on resale under Rule 144. Affiliate means, with respect to any Person, any other Person Controlling, Controlled by or under common Control with that Person, as well as any officers, directors and majority-owned entities of that Person and of its other Affiliates. Any director, member of management or other employee of the Issuer or any of its Subsidiaries who would not otherwise be an Affiliate of an Investor shall not be deemed to be an Affiliate of such Investor. Agreement shall have the meaning given it in the first paragraph of this Agreement. Board means the Board of Directors of the Issuer. Common Stock means the Common Stock, $0.001 par value, of the Issuer. Company Sale means a Deemed Liquidation Event (as such term is defined in the Issuers Tenth Amended and Restated Certificate of Incorporation, as it may be amended or restated from time to time (the Certificate of Incorporation)). Competitor means an operating entity whose business is the research, development, manufacture, commercialization or marketing of pharmaceutical products. Confidential Information means any information that is labeled as confidential, proprietary or secret that an Investor obtains from the Issuer pursuant to financial statements, reports and other materials provided by the Issuer to such Investor pursuant to this Agreement or pursuant to visitation or inspection rights granted hereunder. Control means (including, with correlative meanings, the terms controlled by and under common control with), as applied to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other ownership interest, by contract or otherwise. Conversion Shares means the shares of Common Stock issued or issuable upon conversion of the Preferred Shares. Exchange Act means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations thereunder that shall be in effect at the time. Any reference to a particular section thereof shall include a reference to the corresponding section, if any, of any such successor federal statute, and the rules and regulations thereunder. FINRA means the Financial Industry Regulatory Authority. GAAP means United States generally accepted accounting principles. Holder means any holder of Registrable Securities or Preferred Shares, including a Holder that has received Registrable Securities pursuant to Section 4.3. Investor shall have the meaning given it in the first paragraph of this Agreement. Issuer shall have the meaning given it in the first paragraph of this Agreement. Material Adverse Effect means any material adverse effect on the business, assets, properties or financial condition of the Issuer. Person means any natural person, firm, partnership, association, corporation, company, trust, business trust, governmental entity or other entity. Preferred Shares mean any shares of Series A Preferred Stock, Series A-l Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock, Series E-3 Preferred Stock and Series F Preferred Stock. Preferred Stock Purchase Agreement shall have the meaning given it in the first recital hereof. Prospectus means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A), 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 all other amendments and supplements to the prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus. Qualified Public Offering means a Qualified Public Offering as such term is defined in Section 5.1. of the Certificate of Incorporation. Registrable Securities means (a) the Shares, (b) the Additional Shares, (c) any securities issued or issuable wi

Definitions from Rights Agreement

THIS INVESTORS RIGHTS AGREEMENT (this Agreement), is made as of the 19th day of September, 2016, by and among Dova Pharmaceuticals, Inc., a Delaware corporation (the Company), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an Investor, each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a Key Holder and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 5.9 hereof.

Definitions. For purposes of this Agreement: 1.1 Affiliate means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer or director of such Person or any venture capital fund 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. 1.2 Common Stock means shares of the Companys common stock, par value $0.001 per share. 1.3 Damages means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law. 1.4 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. 1.5 Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 1.6 Excluded Registration means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered. 1.7 Form S-1 means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC. 1.8 Form S-3 means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC. 1.9 GAAP means generally accepted accounting principles in the United States. 1.10 Holder means any holder of Registrable Securities who is a party to this Agreement. 1.11 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. 1.12 Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement. 1.13 IPO means the Companys first underwritten public offering of its Common Stock under the Securities Act. 1.14 Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares. 1.15 Major Investor means any Investor that, individually or together with such Investors Affiliates, holds at least 169,434 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof). 1.16 New Securities means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities. 1.17 Person means any individual, corporation, partnership, trust, limited liability company, association or other entity. 1.18 Registrable Securities means (i) the Common Stock issuable or issued upon conversion of the Series A Preferred Stock; (ii) any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of May 31, 2017, by and among CBAK Energy Technology, Inc., a Nevada corporation (the Company) and the investors identified on the signature pages hereto (each, an Investor and collectively, the Investors).

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have the meanings indicated in this Section 1.1: Action means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or threatened in writing against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency, regulatory authority (federal, state, county, local or foreign), stock market, stock exchange or trading facility. 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 144. Business Day means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in the State of New York or the province of Liaoning in the Peoples Republic of China are authorized or required by law or other governmental action to close. Closing means the closing of the purchase and sale of the Shares pursuant to Article 2. Closing Date means the Business Day on which all of the conditions set forth in Sections 5.1 and 5.2 hereof are satisfied, or such other date as the parties may agree. Commission means the Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.001 per share, and any securities into which such common stock may hereafter be reclassified or for which it may be exchanged as a class. Exchange Act means the Securities Exchange Act of 1934, as amended. GAAP means U.S. generally accepted accounting principles. Governmental Body shall mean any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; or (c) governmental or quasi-governmental authority of any nature (including any governmental or administrative division, department, agency, commission, instrumentality, official, organization, unit, body or entity) and any court or other tribunal. Investment Amount means, with respect to each Investor, the Investment Amount indicated on such Investors signature page to this Agreement. Lien means any lien, charge, encumbrance, security interest, right of first refusal, right of participation or other restrictions of any kind. Material Adverse Effect means any of (i) a material and adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material and adverse effect on the results of operations, assets, prospects, business or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) an adverse impairment to the Companys ability to perform on a timely basis its obligations under any Transaction Document. New York Courts means the state and federal courts sitting in the City of New York, Borough of Manhattan. Outside Date means the thirtieth calendar day (if such calendar day is a Business Day and if not, then the first Business Day following such thirtieth calendar day) following the date of this Agreement. Person means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. Proceeding means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened. Rule 144 means Rule 144 promulgated by the Commission 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 Commission having substantially the same effect as such Rule. Securities Act means the Securities Act of 1933, as amended. Shares means the shares of Common Stock being offered and sold to the Investors by the Company hereunder. Short Sales include, without limitation, all short sales as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. Subsidiary means any significant subsidiary as defined in Rule 1-02(w) of the Regulation S-X promulgated by the Commission under the Exchange Act. Trading Day means (i) a day on which the Common Stock is traded on a Trading Market (other than the OTC Bulletin Board), or (ii) if the Common Stock is not listed on a Trading Market (other than the OTC Bulletin Board), a day on which the Common Stock is traded in the over-the-coun

Definitions from Senior Note

INDENTURE, dated as of May 30, 2017, between SERVICENOW, INC., a Delaware corporation, as issuer (the Company, as more fully set forth in Section 1.01) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the Trustee, as more fully set forth in Section 1.01).

Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. The words herein, hereof, hereunder, and words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article include the plural as well as the singular. Additional Shares shall have the meaning specified in Section 14.03(a). Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control, when used with respect to any specified Person means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Bid Solicitation Agent means the Person appointed by the Company to solicit bids for the Trading Price of the Notes in accordance with Section 14.01(b)(i). The Trustee shall initially act as the Bid Solicitation Agent. Board of Directors means the board of directors of the Company or a committee of such board duly authorized to act for it hereunder. Board Resolution means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors, and to be in full force and effect on the date of such certification, and delivered to the Trustee. Business Day means, with respect to any Note, any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed. Capital Stock means, for any entity, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) stock issued by that entity. Cash Settlement shall have the meaning specified in Section 14.02(a). Clause A Distribution shall have the meaning specified in Section 14.04(c). Clause B Distribution shall have the meaning specified in Section 14.04(c). Clause C Distribution shall have the meaning specified in Section 14.04(c). close of business means 5:00 p.m. (New York City time). Combination Settlement shall have the meaning specified in Section 14.02(a). Commission means the U.S. Securities and Exchange Commission. Common Equity of any Person means Capital Stock of such Person that is generally entitled (a) to vote in the election of directors of such Person or (b) if such Person is not a corporation, to vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management or policies of such Person. Common Stock means the common stock of the Company, par value $0.001 per share, at the date of this Indenture, subject to Section 14.07. Company shall have the meaning specified in the first paragraph of this Indenture, and subject to the provisions of Article 11, shall include its successors and assigns. Company Order means a written order of the Company, signed by (a) the Companys Chief Executive Officer, Chief Financial Officer, President, Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title Vice President) and (b) any such other Officer designated in clause (a) of this definition or the Companys Treasurer or Assistant Treasurer or Secretary or any Assistant Secretary, and delivered to the Trustee. Conversion Agent shall have the meaning specified in Section 4.02. Conversion Date shall have the meaning specified in Section 14.02(c). Conversion Obligation shall have the meaning specified in Section 14.01(a). Conversion Price means as of any date, $1,000, divided by the Conversion Rate as of such date. Conversion Rate shall have the meaning specified in Section 14.01(a). Corporate Trust Office means the designated office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 333 S. Grand Avenue, 5th Floor Suite 5A, Los Angeles, CA 90071, Attention: Administrator of ServiceNow, Inc., but with respect to presentation of notes for registration of transfer or exchange or redemption 600 South 4th Street, 7th Floor, Minneapolis, MN 55415, Attention: Bondholder Communications or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the designated corporate trust office of any successor trustee (or such other address as such successor trustee may designate from time to time by notice to the Holders and t

Definitions from Common Stock Purchase Warrant

THIS COMMON STOCK PURCHASE WARRANT (the Warrant) certifies that, for value received, or its assigns (the Holder) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May , 2017 (the Initial Exercise Date) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the Termination Date) but not thereafter, to subscribe for and purchase from eMagin Corporation, a Delaware corporation (the Company), up to shares (as subject to adjustment hereunder, the Warrant Shares) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to the Registration Statement which Registration Statement also registers the Warrant Shares issuable upon exercise of this Warrant.

Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms shall have the meanings indicated in this Section 1: 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. Bid Price means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the Pink Sheets published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Person means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. Registration Statement means the Companys registration statement on Form S-3 (File No. 333-196720). Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Trading Day means a day on which the principal Trading Market is open for business. Trading Market means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors to any of the foregoing). Transfer Agent means Continental Stock Transfer & Trust Company, with offices located at 1 State Street Plaza, 30th Floor, New York, New York 10004-1561 and facsimile number of (212) 616-7615, and any successor transfer agent of the Company, and any successor transfer agent of the Company. VWAP means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the Pink Sheets published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser

Definitions from Employee Matters Agreement

THIS EMPLOYEE MATTERS AGREEMENT (this Agreement), is entered into as of May 11, 2017, by and between MANITEX INTERNATIONAL, INC., a Michigan corporation (Manitex) and A.S.V., LLC, a Minnesota limited liability company (ASV).

Definitions. For purposes of this Agreement, the following terms shall have the following meanings. All capitalized terms used but not defined herein shall have the meanings assigned to them in the Separation Agreement, unless otherwise indicated. Ancillary Agreements shall have the meaning set forth in the Separation Agreement. ASV Benefit Plan means any Benefit Plan sponsored, maintained or contributed to by ASV or to which ASV is a party. ASV Business shall have the meaning set forth in the Separation Agreement. ASV Employee means any individual who is determined by Manitex to be employed, immediately prior to the Effective Time, by ASV and providing services to the ASV Business. ASV General Employee Liabilities means all actual or potential employee-related Liabilities that are incurred on or after the Effective Time in respect of or relating to any ASV Employee or (ii) that are incurred prior to the Effective Time and are ASV Liabilities. ASV Holdings Common Stock means the common stock, $0.001 par value per share, of ASV Holdings. ASV Liabilities shall have the meaning set forth in the Separation Agreement. ASV Welfare Plan means any Welfare Plan sponsored, maintained or contributed to by ASV or to which ASV is a party. Benefit Plan means any plan, program, policy, agreement, arrangement or understanding that is an employment, consulting, deferred compensation, executive compensation, incentive bonus or other bonus, employee pension, profit sharing, savings, retirement, supplemental retirement, stock option, stock purchase, stock appreciation right, restricted stock, restricted stock unit, performance unit, deferred stock unit or other equity-based compensation, severance pay, retention, change in control, salary continuation, life insurance, death benefit, health, hospitalization, workers compensation, welfare benefits, perquisites, sick leave, vacation pay, disability or accident insurance or other employee benefit plan, program, agreement or arrangement, including any employee benefit plan (as defined in Section 3(3) of ERISA), whether or not subject to ERISA. Benefit Plan Transfer Date means, with respect to an applicable ASV Benefit Plan, the date set forth opposite such ASV Benefit Plan in Appendix A, or such other date as determined by Manitex in its sole discretion. COBRA means the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and any similar applicable Laws. Code means the Internal Revenue Code of 1986, as amended. Effective Time means the Separation Date under the Separation Agreement. Employment Taxes means all fees, taxes, social insurance payments or similar contributions to a fund of a governmental authority with respect to wages or other compensation. Equity Award Exchange Ratio means the ratio that will be determined by the board of directors of Manitex (or the appropriate committee thereof), in its sole discretion, in a manner designed to preserve the aggregate value of the applicable outstanding equity awards. ERISA means the U.S. Employee Retirement Income Security Act of 1974, as amended. Former ASV Employee means any individual who is determined by Manitex to have been employed, immediately prior to his or her separation from service with ASV, by ASV and to have been providing services to the ASV Business at such time. Former Manitex Employee means any individual who is determined by Manitex to have been employed, immediately prior to his or her separation from service with Manitex, by Manitex and to have been providing services to the Manitex Business at such time. Individual Agreement means an individual employment contract or other similar agreement that specifically pertains to any ASV Employee, Former ASV Employee, Manitex Employee or Former Manitex Employee. Initial Public Offering shall have the meaning set forth in the Separation Agreement. Law shall have the meaning set forth in the Separation Agreement. Liabilities shall have the meaning set forth in the Separation Agreement. For the avoidance of doubt, for purposes of this Agreement, Liabilities shall include the employer-paid portion of any employment and payroll taxes. Manitex Benefit Plan means any Benefit Plan sponsored, maintained or contributed to by any member of the Manitex Group or to which any member of the Manitex Group is a party. Manitex Business shall have the meaning set forth in the Separation Agreement. Manitex Common Stock means the common stock, no par value, of Manitex. Manitex Employee means any individual who is determined by Manitex to be employed, immediately prior to the Effective Time, by Manitex and providing services to the Manitex Business. Manitex Equity Awards means Manitex Restricted Stock Units. Manitex General Employee Liabilities means all actual or potential employee-related Liabilities (i) that are incurred on or after the Effective Time in respect of or relating to any Manitex Employee or (ii) that are incurred prior to the Effective Time, including with respect to any

Definitions from Separation Agreement

THIS SEPARATION AGREEMENT (this Agreement) dated as of May 11, 2017, by and among A.S.V., LLC., a Minnesota limited liability company (ASV), TEREX CORPORATION, a Delaware corporation (Terex) and MANITEX INTERNATIONAL, INC., a Michigan corporation (Manitex and collectively with ASV and Terex, the Parties). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in ARTICLE I hereof.

Definitions. For the purposes of this Agreement, the following terms shall have the following meanings (unless otherwise defined herein): Action means any claim, demand, action, suit, countersuit, arbitration, inquiry, proceeding or investigation by or before any governmental authority or any arbitration or mediation tribunal. Ancillary Agreements means the Terex Agreements, the EMA and the Registration Rights Agreement. ASV Assets means all assets that are primarily related to or used primarily in connection with the operation or conduct of the businesses and operations of ASV as described in the Registration Statement (the ASV Business), including any rights related to the ASV Business under the Shared Contracts, if any. ASV Business means the businesses and operations of ASV as described in the Registration Statement. ASV Liabilities means all Liabilities to the extent relating to, arising out of or resulting from the ASV Assets or the ASV Business, including any products liability claims and any obligations related to the ASV Business under Shared Contracts, if any. EMA means the Employee Matters Agreement dated as of the date of this Agreement by and among Manitex and ASV. Group means either the Manitex Group or the Terex Group, as the context requires. Initial Public Offering means the initial public offering of the common stock, $0.001 par value per share, of ASV Holdings. Law means any statute, law, regulation, ordinance, rule, judgment, rule of common law, order, decree, directive, requirement or other governmental restriction or any similar binding and enforceable form of decision of, or determination by, or agreement with, or any interpretation or administration of any of the foregoing by, any governmental authority, whether now or hereinafter in effect and, in each case, as amended. Liabilities means any and all debts, liabilities, losses and obligations, absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising, including all costs and expenses relating thereto, and including obligations arising under any law, Action or threatened Action. Manitex Assets means all assets that are primarily related to or used primarily in connection with the business and operations conducted by Manitex Group (other than ASV Business) (the Manitex Business) including any rights related to the Manitex Business under the Shared Contracts, if any. Manitex Group means Manitex and its subsidiaries (but excluding ASV). Manitex Liabilities means all Liabilities to the extent relating to, arising out of or resulting from the Manitex Assets or the Manitex Business, including any obligations related to the Manitex Business under Shared Contracts, if any. Person means an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability company, any other entity and any governmental authority. Plan of Conversion means that certain Plan of Conversion to be filed on or about May 11, 2017, providing for the conversion of ASV into ASV Holdings. Registration Rights Agreement means the Registration Rights Agreement to be entered into by and among ASV Holdings, Manitex and Terex (or its subsidiary). Registration Statement means the registration statement on Form S-1 filed under the Securities Act of 1933, as amended, pursuant to which the Initial Public Offering will be registered, including the prospectus related thereto, amendments and supplements to any such Registration Statement and/or prospectus, including post-effective amendments, all exhibits thereto and all materials incorporated by reference in any such Registration Statement or prospectus. Separation means any actions to be taken pursuant to Article II hereof and any other transfers of Assets and assumptions of Liabilities, if any, in each case, between ASV and a member of one Group, provided for in this Agreement or in any Ancillary Agreement. Separation Date means May 11, 2017. Shared Contract means any contract or agreement of any member of either ASV or a Group that relates in any material respect to both the ASV Business, on the one hand, and the Manitex Business or Terex Business (or both), on the other hand; provided that the Parties may, by mutual written consent, elect to include in, or exclude from, this definition any contract or agreement. As of the date hereof, the Parties are not aware of any Shared Contracts other than those specifically mentioned herein or in the Ancillary Agreements. Tax means all taxes, assessments, duties or similar charges of any kind whatsoever, in the nature of a tax, plus any interest, penalties, additional amounts or additions thereto. Tax Return means any tax return, declaration, statement, report, form, refund claim, estimate and information return relating to taxes, including any amendments thereto and any related or supporting information. Terex Agreements mean the Distribution and Cross Marketin