130% Uses in Definitions Clause

Definitions from Convertible Promissory Note

THIS 8% CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 8% Convertible Promissory Notes of Force Protection Video Equipment Corp., a Florida corporation (the Company), having its principal place of business at 140 Iowa Lane, Suite 101, Cary, NC 27511, designated as its 8% Convertible Promissory Notes due September 29, 2017 (this Note, the Note and, collectively with the other Notes of such series, the Notes).

Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Note, (a) capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement (as defined below) and (b) the following terms shall have the following meanings: Alternate Consideration shall have the meaning set forth in Section 5(d). Alternative Conversion Price means 50% of the lowest traded price of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. Bankruptcy Event means any of the following events: (a) the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any Significant Subsidiary thereof, (b) there is commenced against the Company or any Significant Subsidiary thereof any such case or proceeding that is not dismissed within sixty (60) days after commencement, (c) the Company or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Company or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within sixty (60) calendar days after such appointment, (e) the Company or any Significant Subsidiary thereof makes a general assignment for the benefit of creditors, (f) the Company or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts or (g) the Company or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing. Base Conversion Price shall have the meaning set forth in Section 5(b). Beneficial Ownership Limitation shall have the meaning set forth in Section 4(d). Buy-In shall have the meaning set forth in Section 4(c)(v). Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or group (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 50% of the voting securities of the Company (other than by means of conversion or exercise of the Notes and the Securities issued together with the Notes), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 50% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 50% of the aggregate voting power of the acquiring entity immediately after the transaction, or (d) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (c) above. Conversion shall have the meaning ascribed to such term in Section 4. Conversion Date shall have the meaning set forth in Section 4(a). Conversion Price shall have the meaning set forth in Section 4(b). Conversion Schedule means the Conversion Schedule in the form of Schedule 1 attached hereto. Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of this Note in accordance with the terms hereof. Dilutive Issuance shall have the meaning set forth in Section 5(b). Dilutive Issuance Notice shall have the meaning set forth in Section 5(b). DTC means the Depository Trust Company. DTC/FAST Program means the DTCs Fast Automated Securities Transfer Program. DWAC Eligible means that (a) the Common Stock is eligible at DTC for full services pursuant to DTCs Operational Arrangements, (b) the Company has been approved (without revocation) by the DTCs underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, and (d) the Transfer Agent does not have a policy prohibiting or limiting delivery of the Conversion Shares via DWAC. Event of Default shall have the meaning set forth in Section 6(a). Fundamental Transaction shall have the meaning set forth in Section 5(d). Late Fees shall have the meaning set forth in Section 2(c). Mandatory Default Amount means the payment of 130% of the outstandin

Definitions from Convertible Debenture

THIS 6% CONVERTIBLE DEBENTURE is one or more of a series of duly authorized and validly issued 6% Convertible Debentures of Microbot Medical Inc. (formerly known as Stemcells, Inc.), a Delaware corporation (the Company), having its principal place of business at 5 Hamada Street, Yokneam 2069204 Israel, designated as its 6% Convertible Debenture due November 28, 2019 (this debenture, the Debenture and, collectively with the other debentures of such series, the Debentures).

Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Debenture, (a) capitalized terms not otherwise defined herein shall have the meanings set forth in the Exchange Agreement and (b) the following terms shall have the following meanings: Alternate Consideration shall have the meaning set forth in Section 5(e). Bankruptcy Event means any of the following events: (a) the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any Significant Subsidiary thereof, (b) there is commenced against the Company or any Significant Subsidiary thereof any such case or proceeding that is not dismissed within 60 days after commencement, (c) the Company or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Company or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within 60 calendar days after such appointment, (e) the Company or any Significant Subsidiary thereof makes a general assignment for the benefit of creditors, (f) the Company or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts, (g) the Company or any Significant Subsidiary thereof admits in writing that it is generally unable to pay its debts as they become due, (h) the Company or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing. Beneficial Ownership Limitation shall have the meaning set forth in Section 4(d). 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. Buy-In shall have the meaning set forth in Section 4(c)(v). Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or group (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above. Conversion shall have the meaning ascribed to such term in Section 4. Conversion Date shall have the meaning set forth in Section 4(a). Conversion Price shall have the meaning set forth in Section 4(b). Conversion Schedule means the Conversion Schedule in the form of Schedule 1 attached hereto. Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of this Debenture in accordance with the terms hereof. Debenture Register shall have the meaning set forth in Section 2(c). Event of Default shall have the meaning set forth in Section 8(a). Equity Conditions means, during the period in question, (a) the Company shall have duly honored all conversions and redemptions scheduled to occur or occu

Definitions from Convertible Debenture

THIS 6% CONVERTIBLE DEBENTURE is one or more of a series of duly authorized and validly issued 6% Convertible Debentures of Microbot Medical Inc. (formerly known as Stemcells, Inc.), a Delaware corporation (the Company), having its principal place of business at 5 Hamada Street, Yokneam 2069204 Israel, designated as its 6% Convertible Debenture due November 28, 2019 (this debenture, the Debenture and, collectively with the other debentures of such series, the Debentures).

Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Debenture, (a) capitalized terms not otherwise defined herein shall have the meanings set forth in the Exchange Agreement and (b) the following terms shall have the following meanings: Alternate Consideration shall have the meaning set forth in Section 5(e). Bankruptcy Event means any of the following events: (a) the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any Significant Subsidiary thereof, (b) there is commenced against the Company or any Significant Subsidiary thereof any such case or proceeding that is not dismissed within 60 days after commencement, (c) the Company or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Company or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within 60 calendar days after such appointment, (e) the Company or any Significant Subsidiary thereof makes a general assignment for the benefit of creditors, (f) the Company or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts, (g) the Company or any Significant Subsidiary thereof admits in writing that it is generally unable to pay its debts as they become due, (h) the Company or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing. Beneficial Ownership Limitation shall have the meaning set forth in Section 4(d). 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. Buy-In shall have the meaning set forth in Section 4(c)(v). Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or group (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above. Conversion shall have the meaning ascribed to such term in Section 4. Conversion Date shall have the meaning set forth in Section 4(a). Conversion Price shall have the meaning set forth in Section 4(b). Conversion Schedule means the Conversion Schedule in the form of Schedule 1 attached hereto. Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of this Debenture in accordance with the terms hereof. Debenture Register shall have the meaning set forth in Section 2(c). Event of Default shall have the meaning set forth in Section 8(a). Equity Conditions means, during the period in question, (a) the Company shall have duly honored all conversions and redemptions scheduled to occur or occu

Definitions

Definitions. For the purposes hereof, the following terms shall have the following meanings: 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 of the Securities Act. Alternate Consideration shall have the meaning set forth in Section 7(e). Bankruptcy Event means any of the following events: (a) the Corporation or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Corporation or any Significant Subsidiary thereof, (b) the Corporation or any Significant Subsidiary thereof makes a general assignment for the benefit of creditors, (c) the Corporation or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts, or (d) the Corporation or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing. Base Conversion Price shall have the meaning set forth in Section 7(b). Beneficial Ownership Limitation shall have the meaning set forth in Section 6(d). 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. Buy-In shall have the meaning set forth in Section 6(c)(iv). Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or group (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Corporation, by contract or otherwise) of in excess of 33% of the voting securities of the Corporation (other than by means of conversion or exercise of Preferred Stock and the Securities issued together with the Preferred Stock), (b) the Corporation merges into or consolidates with any other Person, or any Person merges into or consolidates with the Corporation and, after giving effect to such transaction, the stockholders of the Corporation immediately prior to such transaction own less than 66% of the aggregate voting power of the Corporation or the successor entity of such transaction, (c) the Corporation sells or transfers all or substantially all of its assets to another Person and the stockholders of the Corporation immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a one year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the Original Issue Date), or (e) the execution by the Corporation of an agreement to which the Corporation is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above. Notwithstanding the foregoing, a Change of Control Transaction will not be deemed to occur on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any group that acquires the Companys securities in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities. Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1 of the Purchase Agreement. 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) each Holders obligations to pay the Subscription Amount and (ii) the Corporations obligations to deliver the Securities have been satisfied or waived. Commission means the United States Securities and Exchange Commission. Common Stock means the Corporations common stock, par value $0.0001 per share, and stock of any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Corporation or the Subsidiaries which would entitle the holder thereof to

Definitions

Definitions. For the purposes hereof, the following terms shall have the following meanings: 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 of the Securities Act. Alternate Consideration shall have the meaning set forth in Section 7(e). Bankruptcy Event means any of the following events: (a) the Corporation or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Corporation or any Significant Subsidiary thereof, (b) the Corporation or any Significant Subsidiary thereof makes a general assignment for the benefit of creditors, (c) the Corporation or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts, or (d) the Corporation or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing. Base Conversion Price shall have the meaning set forth in Section 7(b). Beneficial Ownership Limitation shall have the meaning set forth in Section 6(d). 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. Buy-In shall have the meaning set forth in Section 6(c)(iv). Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or group (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Corporation, by contract or otherwise) of in excess of 33% of the voting securities of the Corporation (other than by means of conversion or exercise of Preferred Stock and the Securities issued together with the Preferred Stock), (b) the Corporation merges into or consolidates with any other Person, or any Person merges into or consolidates with the Corporation and, after giving effect to such transaction, the stockholders of the Corporation immediately prior to such transaction own less than 66% of the aggregate voting power of the Corporation or the successor entity of such transaction, (c) the Corporation sells or transfers all or substantially all of its assets to another Person and the stockholders of the Corporation immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a one year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the Original Issue Date), or (e) the execution by the Corporation of an agreement to which the Corporation is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above. Notwithstanding the foregoing, a Change of Control Transaction will not be deemed to occur on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any group that acquires the Companys securities in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities. Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1 of the Purchase Agreement. 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) each Holders obligations to pay the Subscription Amount and (ii) the Corporations obligations to deliver the Securities have been satisfied or waived. Commission means the United States Securities and Exchange Commission. Common Stock means the Corporations common stock, par value $0.0001 per share, and stock of any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Corporation or the Subsidiaries which would entitle the holder thereof to

Definitions from Convertible Promissory Note

THIS 8% CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 8% Convertible Promissory Notes of Force Protection Video Equipment Corp., a Florida corporation (the Company), having its principal place of business at 140 Iowa Lane, Suite 101, Cary, NC 27511, designated as its 8% Convertible Promissory Notes due March 1, 2017 (this Note, the Note and, collectively with the other Notes of such series, the Notes).

Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Note, (a) capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement (as defined below) and (b) the following terms shall have the following meanings: Alternate Consideration shall have the meaning set forth in Section 5(d). Alternative Conversion Price means 50% of the lowest traded price of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. Bankruptcy Event means any of the following events: (a) the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any Significant Subsidiary thereof, (b) there is commenced against the Company or any Significant Subsidiary thereof any such case or proceeding that is not dismissed within sixty (60) days after commencement, (c) the Company or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Company or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within sixty (60) calendar days after such appointment, (e) the Company or any Significant Subsidiary thereof makes a general assignment for the benefit of creditors, (f) the Company or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts or (g) the Company or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing. Base Conversion Price shall have the meaning set forth in Section 5(b). Beneficial Ownership Limitation shall have the meaning set forth in Section 4(d). Buy-In shall have the meaning set forth in Section 4(c)(v). Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or group (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 50% of the voting securities of the Company (other than by means of conversion or exercise of the Notes and the Securities issued together with the Notes), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 50% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 50% of the aggregate voting power of the acquiring entity immediately after the transaction, or (d) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (c) above. Conversion shall have the meaning ascribed to such term in Section 4. Conversion Date shall have the meaning set forth in Section 4(a). Conversion Price shall have the meaning set forth in Section 4(b). Conversion Schedule means the Conversion Schedule in the form of Schedule 1 attached hereto. Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of this Note in accordance with the terms hereof. Dilutive Issuance shall have the meaning set forth in Section 5(b). Dilutive Issuance Notice shall have the meaning set forth in Section 5(b). DTC means the Depository Trust Company. DTC/FAST Program means the DTCs Fast Automated Securities Transfer Program. DWAC Eligible means that (a) the Common Stock is eligible at DTC for full services pursuant to DTCs Operational Arrangements, (b) the Company has been approved (without revocation) by the DTCs underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, and (d) the Transfer Agent does not have a policy prohibiting or limiting delivery of the Conversion Shares via DWAC. Event of Default shall have the meaning set forth in Section 6(a). Fundamental Transaction shall have the meaning set forth in Section 5(d). Late Fees shall have the meaning set forth in Section 2(c). Mandatory Default Amount means the payment of 130% of the outstandin

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT, dated as of September 20, 2016 (this Agreement) is entered into by and among CSI COMPRESSCO LP, a Delaware limited partnership (the Partnership), and each of the Persons set forth on Schedule A hereto (the Purchasers).

Definitions. As used in this Agreement, the following terms have the meanings indicated: Affiliate means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term control (including, with correlative meanings, controlled by and under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. For the avoidance of doubt, for purposes of this Agreement, (a) the Partnership Entities and the General Partner, on the one hand, and any Purchaser, on the other, shall not be considered Affiliates and (b) any fund or account managed, advised or subadvised, directly or indirectly, by a Purchaser or its Affiliates, shall be considered an Affiliate of such Purchaser. Agreement has the meaning set forth in the introductory paragraph of this Agreement. Allowable Grace Period has the meaning specified in Section 2.01(d). 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 has the meaning set forth in the Recitals of this Agreement. Commission means the United States Securities and Exchange Commission. Common Units means the common units representing limited partner interests in the Partnership and having the rights and obligations specified in the Partnership Agreement. Damages Start Date has the meaning specified in Section 2.01(b). Effective Date means the date of effectiveness of any Registration Statement. Effectiveness Period has the meaning specified in Section 1.02. Eligible Market means The New York Stock Exchange, Inc., the NYSE MKT LLC, The NASDAQ Global Select Market, The NASDAQ Capital Market or The NASDAQ Global Market. Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder. General Partner means CSI Compressco GP Inc., a Delaware corporation and the general partner of the Partnership. Grace Period has the meaning specified in Section 2.01(d). Holder means the record holder of any Registrable Securities. Holder Underwriter Registration Statement has the meaning specified in Section 2.02(p). Liquidated Damages has the meaning specified therefor in Section 2.01(b). Liquidated Damages Multiplier means the product of (i) the Purchase Price and (ii) the number of Registrable Securities then held by the applicable Holder. Losses has the meaning specified in 2.05(a). NASDAQ means the Nasdaq Global Market. Partnership has the meaning set forth in the introductory paragraph of this Agreement. Partnership Agreement means the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of August 8, 2016. Partnership Entities means, collectively the Partnership and the Partnerships majority owned Subsidiaries. Person means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization, government or any agency, instrumentality or political subdivision thereof or any other form of entity. PIK Units means additional Series A Preferred Units issued by the Partnership to the Purchasers as in-kind distributions pursuant to the terms of the Partnership Agreement. Purchase Agreement has the meaning set forth in the Recitals of this Agreement. Purchase Price has the meaning set forth in the Purchase Agreement. Purchased Units means the Series A Preferred Units to be issued and sold to the Purchasers pursuant to the Purchase Agreement. Purchasers has the meaning set forth in the introductory paragraph of this Agreement. Registration means any registration pursuant to this Agreement, including pursuant to a Registration Statement. Registrable Securities means 130% of the Common Units issuable upon conversion of the Purchased Units and the PIK Units (including any PIK Units issued pursuant to Section 2.01(b) and without regard to any limitation or conversion included in the Partnership Agreement), all of which are subject to the rights provided herein until such time as such securities cease to be Registrable Securities pursuant to Section 1.02. Registration Expenses has the meaning specified in Section 2.04(a). Registration Statement has the meaning specified in Section 2.01(a). Required Holders means the Holders of at least a majority of the Registrable Securities. Securities Act means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder. Selling Expenses has the meaning specified in Section 2.04(a). Selling Holder means a Holder who is se

Definitions from Convertible Promissory Note

THIS 10% CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 10% Convertible Promissory Notes of Ascent Solar Technologies, Inc., a Delaware corporation (the "Company"), having its principal place of business at 12300 Grant Street, Thornton, CO 80241, designated as its 10% Convertible Promissory Note due September __, 2017 (this Note, the "Note" and, collectively with the other Notes of such series, the "Notes").

Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Note, (a) capitalized terms not otherwise defined herein shall have the meanings set forth in the Exchange Agreement and (b) the following terms shall have the following meanings:"Alternate Consideration" shall have the meaning set forth in Section 5(d)."Bankruptcy Event" means any of the following events: (a) the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any Significant Subsidiary thereof, (b) there is commenced against the Company or any Significant Subsidiary thereof any such case or proceeding that is not dismissed within 60 days after commencement, (c) the Company or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Company or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within 60 calendar days after such appointment, (e) the Company or any Significant Subsidiary thereof makes a general assignment for the benefit of creditors, (f) the Company or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts or (g) the Company or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing."Base Conversion Price" shall have the meaning set forth in Section 5(b)."Beneficial Ownership Limitation" shall have the meaning set forth in Section 4(d)."Buy-In" shall have the meaning set forth in Section 4(b)(v)."Change of Control Transaction" means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or "group" (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Notes and the Securities issued together with the Notes), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above."Conversion" shall have the meaning ascribed to such term in Section 4. "Conversion Date" shall have the meaning set forth in Section 4(a)."Conversion Price" shall have the meaning set forth in Section 4(b)."Conversion Schedule" means the Conversion Schedule in the form of Schedule 1 attached hereto."Conversion Shares" means, collectively, the shares of Common Stock issuable upon conversion of this Note in accordance with the terms hereof."Dilutive Issuance" shall have the meaning set forth in Section 5(b)."Dilutive Issuance Notice" shall have the meaning set forth in Section 5(b). "Equity Conditions" means, during the period in question, (a) the Company shall have duly honored all conversions and redemptions scheduled to occur or occurring by virtue of one or more Notices of Conversion of the Holder, if any, (b) the Company shall have paid all liquidated damages and other amounts owing to the Holder in respect of this Note, (c)(i) there is an effective registration statement pursuant to which the Holder is permitted to utilize the prospectus there

Definitions from Convertible Debenture

THIS 6% SENIOR CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 6% Senior Convertible Debentures of Boston Therapeutics, Inc., a Delaware corporation, (the "Company"), having its principal place of business at 233 Needham Street, Newton, MA 02464, designated as its 6% Senior Convertible Debenture due 2018 (this debenture, the "Debenture" and, collectively with the other debentures of such series, the "Debentures"). The terms not defined herein shall have the meaning as set forth in the Purchase Agreement.

Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Debenture, (a) capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement and (b) the following terms shall have the following meanings: "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. "Alternate Consideration" shall have the meaning set forth in Section 5(e). "Bankruptcy Event" means any of the following events: (a) the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any Significant Subsidiary thereof, (b) there is commenced against the Company or any Significant Subsidiary thereof any such case or proceeding that is not dismissed within 60 days after commencement, (c) the Company or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Company or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within 60 calendar days after such appointment, (e) the Company or any Significant Subsidiary thereof makes a general assignment for the benefit of creditors, (f) the Company or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts, (g) the Company or any Significant Subsidiary thereof admits in writing that it is generally unable to pay its debts as they become due, (h) the Company or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing. "Base Conversion Price" shall have the meaning set forth in Section 5(b). "Beneficial Ownership Limitation" shall have the meaning set forth in Section 4(d). "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. "Buy-In" shall have the meaning set forth in Section 4(c)(v). "Change of Control Transaction" means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or "group" (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 50% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 50% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 50% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above. "Conversion" shall have the meaning ascribed to such term in Section 4. "Conversion Date" shall have the meaning set forth in Section 4(a). "Conversion Price" shall have the meaning set forth in Section 4(b). "Conversion Schedule" means the Conversion Schedule in the form of Schedule 1 attached hereto. "Conversion Shares" means, collectively, the shares of Common Stock issuable upon conversion o

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT, dated as of August 8, 2016 (this Agreement) is entered into by and among CSI COMPRESSCO LP, a Delaware limited partnership (the Partnership), and each of the Persons set forth on Schedule A hereto (the Purchasers).

Definitions. As used in this Agreement, the following terms have the meanings indicated: Affiliate means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term control (including, with correlative meanings, controlled by and under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. For the avoidance of doubt, for purposes of this Agreement, (a) the Partnership Entities and the General Partner, on the one hand, and any Purchaser, on the other, shall not be considered Affiliates and (b) any fund or account managed, advised or subadvised, directly or indirectly, by a Purchaser or its Affiliates, shall be considered an Affiliate of such Purchaser. Agreement has the meaning set forth in the introductory paragraph of this Agreement. Allowable Grace Period has the meaning specified in section 2.01(d). 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 has the meaning set forth in the Recitals of this Agreement. Commission means the United States Securities and Exchange Commission. Common Units means the common units representing limited partner interests in the Partnership and having the rights and obligations specified in the Partnership Agreement. Effective Date means the date of effectiveness of any Registration Statement. Effectiveness Period has the meaning specified in Section 1.02. Eligible Market means The New York Stock Exchange, Inc., the NYSE MKT LLC, The NASDAQ Global Select Market, The NASDAQ Capital Market or The NASDAQ Global Market. Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder. General Partner means CSI Compressco GP Inc., a Delaware corporation and the general partner of the Partnership. Grace Period has the meaning specified in section 2.01(d). Holder means the record holder of any Registrable Securities. Holder Underwriter Registration Statement has the meaning specified in Section 2.02(p). Lead Investor means HBC MLP LLC or its designee. Liquidated Damages has the meaning specified therefor in Section 2.01(b). Liquidated Damages Multiplier means the product of (i) the Purchased Unit Price and (ii) the number of Registrable Securities then held by the applicable Holder. Losses has the meaning specified in Section 2.05(a). NASDAQ means the Nasdaq Global Market. Partnership has the meaning set forth in the introductory paragraph of this Agreement. Partnership Agreement means the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of the date hereof, as amended. Partnership Entities means, collectively the Partnership and the Partnerships majority owned Subsidiaries. Person means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization, government or any agency, instrumentality or political subdivision thereof or any other form of entity. PIK Units means additional Series A Preferred Units issued by the Partnership to the Purchasers as in-kind distributions pursuant to the terms of the Partnership Agreement. Purchase Agreement has the meaning set forth in the Recitals of this Agreement. Purchase Price has the meaning set forth in the Purchase Agreement. Purchased Units means the Series A Preferred Units to be issued and sold to the Purchasers pursuant to the Purchase Agreement. Purchasers has the meaning set forth in the introductory paragraph of this Agreement. Registration means any registration pursuant to this Agreement, including pursuant to a Registration Statement. Registrable Securities means 130% of the Common Units issuable upon conversion of the Purchased Units and the PIK Units (without regard to any limitation or conversion included in the Partnership Agreement), all of which are subject to the rights provided herein until such time as such securities cease to be Registrable Securities pursuant to Section 1.02. Registration Expenses has the meaning specified in Section 2.04(a). Registration Statement has the meaning specified in Section 2.01(a). Required Holders means the Holders of at least a majority of the Registrable Securities and shall include the Lead Investor so long as the Lead Investor or any of its Affiliates holds any Registrable Securities. Securities Act means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder. Selling Expenses has the meanin