$1.50 Uses in Definitions Clause

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of December, 2016, between Marathon Patent Group, Inc., a Nevada corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively the Purchasers).

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1: Acquiring Person shall have the meaning ascribed to such term in Section 4.5. Action shall have the meaning ascribed to such term in Section 3.1(j). Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act. Board of Directors means the board of directors of the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1. Closing Date means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount and (ii) the Companys obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the third Trading Day following the date hereof. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.001 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. Company Counsel means Sichenzia Ross Ference Kesner LLP, with offices located at 61 Broadway, New York, NY 10006. Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith. Effective Date means the earliest of the date that (a) a registration statement covering the Warrant Shares has been declared effective by the Commission registering all of the Warrant Shares, (b) all of the Warrant Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions or (c) following the one year anniversary of the Closing Date provided that a holder of Warrant Shares is not an Affiliate of the Company, all of the Warrant Shares may be sold pursuant to an exemption from registration under Section 4(a)(1) of the Securities Act without volume or manner-of-sale restrictions and Company Counsel has delivered to such holders a standing written unqualified opinion that resales may then be made by such holders of the Warrant Shares pursuant to such exemption which opinion shall be in form and substance reasonably acceptable to such holders. Evaluation Date shall have the meaning ascribed to such term in Section 3.1(s). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction

DEFINITIONS from Term Loan Agreement

This Term Loan Agreement (the Agreement) dated as of November 22, 2016, is among RETAIL PROPERTIES OF AMERICA, INC., a corporation organized under the laws of the State of Maryland (the Borrower), CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association, and the several banks, financial institutions and other entities from time to time parties to the Agreement (collectively, the Lenders), and CAPITAL ONE, NATIONAL ASSOCIATION, not individually, but as Administrative Agent.

DEFINITIONS. As used in this Agreement: Acquisition means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which the Borrower or any of its Subsidiaries (i) acquires any going business or all or substantially all of the assets of any partnership, limited liability company, firm, corporation or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding partnership or membership interests of a partnership or limited liability company. Adjusted EBITDA means, as of any date, the Consolidated Net Income for the most recent four (4) full fiscal quarters of the Borrower for which financial results have been reported, as adjusted, without duplication, by (i) deducting therefrom any income attributable to Excluded Tenants; (ii) adding or deducting for, as appropriate, any adjustment made under GAAP for straight lining of rents, gains or losses from sales of assets, extraordinary items, impairment and other non-cash charges, depreciation, amortization, interest expenses, taxes and the Consolidated Group Pro Rata Share of interest, taxes, depreciation and amortization in Investment Affiliates; (iii) deducting therefrom the Capital Expenditure Reserve Deduction for such period and (iv) adding back all master lease income (not to exceed 5% of Consolidated Net Income). Adjusted Unencumbered Pool NOI means, as of any date, the then-current Unencumbered Pool Property NOI less the Capital Expenditure Reserve Deduction for the then-current Unencumbered Pool Properties. Administrative Agent means Capital One, National Association in its capacity as agent for the Lenders pursuant to Article X, and not in its individual capacity as a Lender, and any successor Administrative Agent appointed pursuant to Article X. Advance means a borrowing hereunder consisting of the aggregate amount of the several Loans made by one or more of the Lenders to the Borrower of the same Type and, in the case of LIBOR Rate Advances, for the same Interest Period. Affiliate of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person, provided, however, in no event shall Administrative Agent or Lender be an Affiliate of the Borrower. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities (or other ownership interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise. Aggregate Commitment means, as of any date, the aggregate amount of the then-current Commitments of all the Lenders, which is, as of the Agreement Effective Date, $200,000,000, as such amount may be increased pursuant to Section 2.22 hereof. Agreement is defined in the Recitals hereto. Agreement Effective Date means the date this Agreement has been fully executed and delivered by the Borrower and the Lenders and the conditions set forth in Section 4.1 have been fulfilled or waived in accordance with the terms hereof. Alternate Base Rate means, for any day, the LIBOR Market Index Rate; provided, that if for any reason the LIBOR Market Index Rate is unavailable, Alternate Base Rate shall mean the per annum rate of interest equal to the Federal Funds Effective Rate plus one and one-half of one percent (1.50%). The Alternate Base Rate shall be determined on a daily basis. Amendment Regarding Increase means an Amendment Regarding Increase substantially in the form of Exhibit C attached hereto pursuant to which an existing Lender or a new Lender provides a new Commitment, increases an existing Commitment, makes a new Loan or increases the amount of any existing Loan, as the case may be, as contemplated by Section 2.22. Anti-Corruption Laws means all applicable laws of any jurisdiction concerning or relating to bribery, corruption or money laundering, including without limitation, the Foreign Corrupt Practices Act of 1977, as amended. Anti-Terrorism Laws is defined in Section 5.29. Applicable Margin means the applicable margin set forth in the pricing schedules contained in Exhibit A attached hereto used in calculating the interest rate applicable to the various Types of Advances, subject to the conditions set forth in Exhibit A with respect to the effective date of changes in such applicable margins. Applicable Provisions means any of the definitions of Qualifying Unencumbered Pool Property, Subsidiary Guarantor, Su

Definitions

This letter (this "Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into by and among GTY Technology Holdings Inc., a Cayman Islands exempted company (the "Company"), and Citigroup Global Markets Inc. as representative (the "Representative") of the several underwriters (the "Underwriters"), relating to an underwritten initial public offering (the "Public Offering") of 55,200,000 of the Company's units (including up to 7,200,000 Units that may be purchased to cover over-allotments, if any, the "Units"), each comprised of one of the Company's Class A ordinary shares, par value $0.0001 per share (the "Public Shares"), and one-third of one redeemable warrant (each, a "Warrant"). Each whole Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and pr

Definitions. As used herein, (i) "Business Combination" shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses; (ii) "Capital Shares" shall mean, collectively, the Public Shares and the Founder Shares; (iii) "Founder Shares" shall mean the 13,800,000 Class B ordinary shares of the Company, par value $0.0001 per share, outstanding prior to the consummation of the Public Offering; (iv) "Private Placement Warrants " shall mean the warrants to purchase Public Shares that will be acquired by the Sponsor for an aggregate purchase price of approximately $11,600,000 (or approximately $13,040,000 if the Underwriters' over-allotment is exercised), or $1.50 per Warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (v) "Public Shareholders" shall mean the holders of Ordinary Shares sold as part of the units in the Public Offering; (vi) "Trust Account" shall mean the trust account into which a portion of the net proceeds of the Public Offering shall be deposited; (vii) "Transfer" shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) "Charter" shall mean the Company's Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

Definitions

This letter (this "Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into by and among GTY Technology Holdings Inc., a Cayman Islands exempted company (the "Company"), and Citigroup Global Markets Inc. as representative (the "Representative") of the several underwriters (the "Underwriters"), relating to an underwritten initial public offering (the "Public Offering") of 46,000,000 of the Company's units (including up to 6,000,000 Units that may be purchased to cover over-allotments, if any, the "Units"), each comprised of one of the Company's Class A ordinary shares, par value $0.0001 per share (the "Public Shares"), and one-third of one redeemable warrant (each, a "Warrant"). Each whole Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and pr

Definitions. As used herein, (i) "Business Combination" shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses; (ii) "Capital Shares" shall mean, collectively, the Public Shares and the Founder Shares; (iii) "Founder Shares" shall mean the 11,500,000 Class B ordinary shares of the Company, par value $0.0001 per share, outstanding prior to the consummation of the Public Offering; (iv) "Private Placement Warrants " shall mean the warrants to purchase Public Shares that will be acquired by the Sponsor for an aggregate purchase price of approximately $10,000,000 (or approximately $11,200,000 if the Underwriters' over-allotment is exercised), or $1.50 per Warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (v) "Public Shareholders" shall mean the holders of Ordinary Shares sold as part of the units in the Public Offering; (vi) "Trust Account" shall mean the trust account into which a portion of the net proceeds of the Public Offering shall be deposited; (vii) "Transfer" shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) "Charter" shall mean the Company's Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

Definitions

This letter (this "Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into by and among GTY Technology Holdings Inc., a Cayman Islands exempted company (the "Company"), and Citigroup Global Markets Inc. as representative (the "Representative") of the several underwriters (the "Underwriters"), relating to an underwritten initial public offering (the "Public Offering") of 34,500,000 of the Company's units (including up to 4,500,000 Units that may be purchased to cover over-allotments, if any, the "Units"), each comprised of one of the Company's Class A ordinary shares, par value $0.0001 per share (the "Public Shares"), and one-third of one redeemable warrant (each, a "Warrant"). Each whole Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and pr

Definitions. As used herein, (i) "Business Combination" shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses; (ii) "Capital Shares" shall mean, collectively, the Public Shares and the Founder Shares; (iii) "Founder Shares" shall mean the 8,625,000 Class B ordinary shares of the Company, par value $0.0001 per share, outstanding prior to the consummation of the Public Offering; (iv) "Private Placement Warrants " shall mean the warrants to purchase Public Shares that will be acquired by the Sponsor for an aggregate purchase price of approximately $8,000,000 (or approximately $8,900,000 if the Underwriters' over-allotment is exercised), or $1.50 per Warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (v) "Public Shareholders" shall mean the holders of Ordinary Shares sold as part of the units in the Public Offering; (vi) "Trust Account" shall mean the trust account into which a portion of the net proceeds of the Public Offering shall be deposited; (vii) "Transfer" shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) "Charter" shall mean the Company's Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

Definitions from Amended and Restated

SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT, dated as of September 12, 2016, by and among PennyMac Mortgage Investment Trust, a Maryland real estate investment trust (the "Trust"), PennyMac Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"), and PNMAC Capital Management, LLC, a Delaware limited liability company (the "Manager").

Definitions. a) The following terms shall have the meanings set forth in this Section 1(a): "AAA" has the meaning set forth in Section 7(f) hereof. "Affiliate" means (1) any Person directly or indirectly controlling, controlled by or under common control with such other Person, (2) any executive officer or general partner of such other Person and (3) any legal entity for which such Person acts as an executive officer or general partner. "Agreement" means this Second Amended and Restated Management Agreement, as amended, supplemented or otherwise modified from time to time. "Allocation Policy" means the allocation policy for the Trust and the Manager, a copy of which is attached hereto as Exhibit A, as the same may be amended, restated, modified, supplemented or waived by the Independent Trustees as specified therein. "Arbitrator" has the meaning set forth in Section 7(f) hereof. "Automatic Renewal Term" has the meaning set forth in Section 11(b) hereof. "Bankruptcy" means, with respect to any Person, (a) the filing by such Person of a voluntary petition seeking liquidation, reorganization, arrangement or readjustment, in any form, of its debts under Title 11 of the United States Code or any other federal, state or foreign insolvency law, or such Person's filing an answer consenting to or acquiescing in any such petition, (b) the making by such Person of any assignment for the benefit of its creditors, (c) the expiration of 60 days after the filing of an involuntary petition under Title 11 of the Unites States Code, an application for the appointment of a receiver for a material portion of the assets of such Person, or an involuntary petition seeking liquidation, reorganization, arrangement or readjustment of its debts under any other federal, state or foreign insolvency law, provided, that the same shall not have been vacated, set aside or stayed within such 60-day period or (d) the entry against it of a final and non-appealable order for relief under any bankruptcy, insolvency or similar law now or hereinafter in effect. "Base Management Fee" means the base management fee, calculated and payable (in cash) quarterly in arrears, in an amount equal to the sum of (a) 1.50% per annum of the Trust's Shareholders' Equity up to $2.0 billion, (b) 1.375% per annum of the Trust's Shareholders' Equity above $2.0 billion and up to $5.0 billion and (c) 1.250% per annum of the Trust's Shareholders' Equity in excess of $5.0 billion. For purposes of calculating the Base Management Fee, outstanding limited partnership interests in the Operating Partnership (other than limited partnership interests held by the Trust) shall be treated as outstanding Common Shares. "Board of Trustees" means the board of trustees of the Trust. "Business Day" means any day except a Saturday, a Sunday or a day on which banking institutions in New York, New York are not required to be open. "Change in Control of the Manager" means the occurrence of any of the following: (1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Manager, taken as a whole, to any Person other than one or more Affiliates of the Manager, Private National Mortgage Acceptance Company, LLC, the Trust or a Subsidiary; (2) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than one or more Affiliates of the Manager, Private National Mortgage Acceptance Company, LLC, the Trust or a Subsidiary, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the voting securities of the

Definitions from Indenture

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada (the Warrant Agent)

Definitions. In this Indenture, including the recitals and schedules hereto, and in all indentures supplemental hereto: Applicable Law means any applicable statute of the United States and Canada or a province or state thereof, and the regulations under any such named or other statute, relating to warrant indentures or to the rights, duties and obligations of warrant agents under warrant indentures, to the extent that such provisions are at the time in force and applicable to this Indenture; Auditors means BDO Canada LLP or such other firm of chartered accountants duly appointed as auditors of the Corporation, from time to time; Authenticated means (a) with respect to the issuance of a Warrant Certificate, one which has been duly signed by the Corporation and authenticated by manual signature of an authorized officer of the Warrant Agent, (b) with respect to the issuance of an Uncertificated Warrant, one in respect of which the Warrant Agent has completed all Internal Procedures such that the particulars of such Uncertificated Warrant as required by Section 2.7 are entered in the register of holders of Warrants, Authenticate, Authenticating and Authentication have the appropriate correlative meanings; Book Entry Participants means institutions that participate directly or indirectly in the Depositorys book entry registration system for the Warrants; Book Entry Warrants means Warrants that are to be held only by or on behalf of the Depository; Business Day means any day other than Saturday, Sunday or a statutory or civic holiday, or any other day on which banks are not open for business in the Province of British Columbia or the Province of Ontario, and shall be a day on which the TSX is open for trading; Capital Reorganization shall have the meaning ascribed thereto in Section 4.1(1)(d); CDS Global Share Certificate means the global certificate representing the Common Shares issued in the name of the Depository upon exercise of a Certificated or Uncertificated Warrant; CDS Global Warrants means Warrants representing all or a portion of the aggregate number of Warrants issued in the name of the Depository represented by a Warrant Certificate; CDS Participant means a participant organization that meets the eligibility criteria of CDS Clearing and Depository Services Inc.; Certificated Warrant means a Warrant evidenced by a Warrant Certificate or by writing or writings substantially in the form of Schedule A, attached hereto; Common Shares means, subject to Article 4, fully paid and non-assessable Class A common shares of the Corporation as presently constituted; Common Share Reorganization shall have the meaning ascribed thereto in Section 4.1(1)(a); Confirmation shall have the meaning ascribed thereto in Section 3.2(2); convertible securities shall have the meaning ascribed thereto in Section 4.1(1)(a)(iii); Counsel means a barrister or solicitor or a firm of barristers or solicitors retained by the Warrant Agent or retained by the Corporation, which may or may not be counsel for the Corporation; Current Market Price of the Common Shares at any date means the weighted average of the trading price per Common Share for such Common Shares for each day there was a closing price for the five consecutive Trading Days ending three days prior to such date on the TSX or if on such date the Common Shares are not listed on the TSX, on such stock exchange upon which such Common Shares are listed and as selected by the directors of the Corporation, acting reasonably, or, if such Common Shares are not listed on any stock exchange then on such over-the-counter market as may be selected for such purpose by the directors or, if not on any over-the-counter-market, as determined by the directors of the Corporation, acting reasonably; Depository means CDS Clearing and Depository Services Inc., or its successor, or such other person as is designated in writing by the Corporation to act as depository in respect of the Warrants; Dividends means any dividends paid by the Corporation; Effective Date means the date of this Indenture; Exchange Rate means the number of Common Shares subject to the right of purchase under each Warrant which at the Effective Date is equal to one; Exercise Date means, in relation to a Warrant, the Business Day on which such Warrant is validly exercised or is deemed to be validly exercised in accordance with Article 3 hereof; Exercise Notice has the meaning set forth in Section 3.2(1); Exercise Price at any time means the price at which a whole Common Share may be purchased by the exercise of a whole Warrant, which is $1.50 per Common Share, payable in immediately available Canadian funds, subject to adjustment in accordance with the provisions of Section 4.1; Expiry Date means April 18, 2019; Expiry Time means 4:00 p.m. (Toronto time) on the Expiry Date; Extraordinary Resolution has the meaning set forth in Section 7.11(1); Internal Procedures means in respect of the making of any one or more entries to, changes in or

Definitions from Credit and Guaranty Agreement

This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of January 29, 2016, is entered into by and among VERTEX ENERGY OPERATING, LLC., a Texas limited liability company ("Company"), Vertex Energy, Inc., a Nevada corporation ("Holdings") and CERTAIN OTHER SUBSIDIARIES OF HOLDINGS, as Guarantors, the Lenders party hereto from time to time and GOLDMAN SACHS BANK USA ("GSBUSA"), as Administrative Agent (in such capacity, "Administrative Agent"), Collateral Agent (in such capacity, "Collateral Agent"), and Lead Arranger.

Definitions. The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings: "ABL Credit Agreement" means that certain Credit Agreement, dated as of the Second Amendment Effective Date, between the Company and ABL Agent, as amended, restated, supplemented or otherwise modified in accordance with the terms of this Agreement and the Intercreditor Agreement. "ABL Loans" means the loans made pursuant to the ABL Credit Agreement in a maximum principal amount not in excess of the amount permitted in Section 6.1(c) at any time. "Act" as defined in Section 4.26. "Adjusted LIBOR Rate" means, for any Interest Rate Determination Date with respect to an Interest Period for a LIBOR Rate Loan, the greater of (i) one and one half percent (1.50%) per annum and (ii) the rate per annum obtained by dividing ((a) (1) the rate per annum equal to the rate determined by Administrative Agent to be the offered rate, truncated at five decimal digits, which appears on (x) the page of the Reuters Screen which displays an average ICE Benchmark Administration Limited Interest Settlement Rate or such other London interbank offered rate administered by any other person that takes over the administration of that rate (such page currently being Reuters Screen LIBOR01 Page, formerly the display designated as "Page 3750" on the Moneyline Telerate Service) or (y) on the comparable page of the Bloomberg Information Services for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (2) in the event the rate referenced in the preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum equal to the rate determined by Administrative Agent to be the offered rate on such other page or other service, truncated at five decimal digits, which displays the an average ICE Benchmark Administration Limited Interest Settlement Rate or such other London interbank offered rate administered by any other person that takes over the administration of that rate for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (3) in the event the rates referenced in the preceding clauses (1) and (2) are not available or if such information, in the reasonable judgment of Administrative Agent shall cease accurately to reflect the rate offered by leading banks in the London interbank market as reported by any publicly available source of similar market data selected by Administrative Agent, the rate per annum equal to the rate determined by Administrative Agent to be the offered rate, truncated at five decimal digits, to first class banks in the London interbank market for deposits (for delivery on the first day of the relevant period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, by (b) an amount equal to (1) one, minus (2) the Applicable Reserve Requirement. "Adjustment Event" as defined in the definition of Applicable Margin. "Administrative Agent" as defined in the preamble hereto. "Adverse Proceeding" means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of Holdings or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge of Holdings or any of its Subsidiaries, threatened against or affecting Holdings or any of its Subsidiaries or any property of Holdings or any of its Subsidiaries. "Affected Lender" as defined in Section 2.17(b). "Affected Loans" as defined in Section 2.17(b). "Affiliate" means, as applied to any Person, any other Person directly or indirectly controlling (including any member of the senior management group of such Person), controlled by, or under common control with, that Person. For the purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of the power (i) to vote 5% or more of the Securities having ordinary voting power for the election of directors of such Person, or (ii) to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise. "Agent" means each of Administrative Agent and Collateral Agent. "Aggregate Amounts Due" as defined in Section 2.16. "Aggregate Payments" as defined in Section 7

Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of December 15, 2015, is by and among RestorGenex Corporation, a Delaware corporation ("Parent"), Arco Merger Sub, LLC, a Virginia limited liability company and a wholly owned subsidiary of Parent ("Merger Sub"), and Diffusion Pharmaceuticals LLC, a Virginia limited liability company ("Diffusion").

Definitions. As used in this Agreement, the following terms have the meanings ascribed thereto below: "Accredited Holders" means (i) the holders of Diffusion Units listed on Section 9.11(a) of the Diffusion Disclosure Schedule except for any holder listed thereon that Parent notifies Diffusion prior to the Closing is being removed because the parties have agreed in good faith that evidence reasonably satisfactory to affirm that the holder is an "accredited investor" (as such term is defined in Rule 501(a) under the Securities Act) has not been received by Diffusion or provided to Parent), (ii) any other holder of Diffusion Units that executes and delivers to Diffusion or Parent prior to the Closing an accredited investor questionnaire in the form of Exhibit E that indicates that such holder is an accredited investor and that Parent, in its reasonable discretion determines is, in fact, an "accredited investor" (as such term is defined in Rule 501(a) under the Securities Act) and (iii) any other holder of Diffusion Units that Parent in its reasonable discretion determines is an "accredited investor" (as such term is defined in Rule 501(a) under the Securities Act) without having received such a questionnaire. "Affiliate" of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person. "Benefit Plan" means each (i) "employee benefit plan," as defined in Section 3(3) of ERISA, (ii) pension, retirement, deferred compensation, profit sharing, bonus, incentive, equity or equity-based, employment, consulting, severance, termination, change-of-control, health, life, disability, group insurance, retention, welfare and paid time off plan, program, contract or arrangement and (iii) other material compensation plan, program, contract or arrangement. "Business Day" means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking and savings and loan institutions are authorized or required by Law to be closed in New York City. "Closing Cash Condition" means that the Estimated Parent Net Cash Amount is equal to or greater than $6,500,000 or such other amount agreed to in writing between Parent and Diffusion.

Definitions from Warrant

This Common Stock Purchase Warrant (the "Broker Warrant") certifies that, for value received, Katalyst Securities, LLC (the "Holder"), subject to the terms set forth herein, is entitled to purchase from Neurotrope, Inc., a Nevada corporation (the "Company") up to a total of [_______] shares of Common Stock (each such share, a "Broker Warrant Share" and all such shares, the "Broker Warrant Shares"), at any time and from time to time from and after the Original Issue Date and through and including November 13, 2020 (the "Expiration Date"), and subject to the following terms and conditions:

Definitions. As used in this Broker Warrant, the following terms shall have the respective definitions set forth in this Section 1. "Closing Price" means, for any date of determination, the price determined by the first of the following clauses that applies: (i) if the Common Stock is then listed or quoted on a Trading Market, the closing sales price per share of the Common Stock for such date (or the nearest preceding date) on such market; (ii) if prices for the Common Stock are then quoted on the OTC Bulletin Board, the closing sales price per share of the Common Stock for such date (or the nearest preceding date) so quoted; (iii) if prices for the Common Stock are then reported in the OTC Markets, the most recent sales price per share of the Common Stock so reported; or (iv) in all other cases, the fair market value of a share of Common Stock as determined by a good faith determination of the Company's board of directors. "Common Stock" means the common stock of the Company, par value $0.0001 per share, and any securities into which such common stock may hereafter be reclassified. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "Exercise Price" means $1.50, subject to adjustment in accordance with Section 9; provided, however, upon the exercise (if any) of all of the Series A Warrants or all of the Series B Warrants (as such terms are defined in the Securities Purchase Agreement), "Exercise Price" means $0.80, subject to adjustment in accordance with Section 9. "Fundamental Transaction" means any of the following: (i) the Company effects any merger or consolidation of the Company with or into another person, (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property. "Offering" means the period which Holder is engaged by the Company to act as non-exclusive placement agent in connection with the private placement of the units of the Company, as further outlined in the Securities Purchase Agreement. "Original Issue Date" means the Original Issue Date first set forth on the first page of this Broker Warrant or its predecessor instrument. "Securities Purchase Agreement" means that certain Securities Purchase Agreement, dated November 13, 2015, between the Company the investors listed in the Schedule of Buyers attached thereto. "Registration Rights Agreement" means the Registration Rights Agreement, dated November 13, 2015, between the Company and each of the Buyers identified on Exhibit A attached thereto. "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-counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted on any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported by the OTC Markets (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in clauses (i), (ii) and (iii) hereof, then Trading Day shall mean any day, except a Saturday, Sunday or legal holiday, on which banking institutions in the city of New York are authorized or obligated by law or executive order to close (a "Business Day"). "Trading Market" means whichever of the New York Stock Exchange, NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market or the OTC Bulletin Board on which the Common Stock is listed or quoted for trading on the date in question.