15% Uses in Certain Definitions Clause

Certain Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT is made as of [__], 2017, by and among REV Group, Inc., a Delaware corporation (the Company), the Persons listed on Schedule A hereto under the heading AIP (each, an AIP Person and, collectively, AIP), the Persons listed on Schedule A hereto under the heading JPM (each, a JPM Person and, collectively, JPM), the Persons listed on Schedule A hereto under the heading Management (Management) [and Ally Commercial Finance, LLC (Ally)].

Certain Definitions. As used herein, the following terms shall have the following meanings: Additional Piggyback Rights has the meaning set forth in Section 2.2(c). Affiliate means (a) with respect to any AIP Person or JPM Person, any Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, and includes any private equity investment fund the which is the primary investment advisor (or an Affiliate thereof) to such specified Person and (b) with respect to any other Person, any Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. It is understood and agreed that, for purposes hereof, (i) each AIP Person shall be deemed to be an Affiliate of every other AIP Person, (ii) each JPM Person shall be deemed to be an Affiliate of every other JPM Person, (iii) neither the Company nor any subsidiary of the Company shall be deemed to be an Affiliate of any Holder, and (iv) except as set forth in clauses (i) or (ii) above, no Holder shall be deemed to be an Affiliate of any other Holder. Agreement means this Registration Rights Agreement, as this agreement may be amended, modified, supplemented or restated from time to time after the date hereof. AIP has the meaning set forth in the preamble. AIP Person has the meaning set forth in the preamble and any subsequent Holder who is Assigned all, but not less than all, of such AIP Persons Registrable Securities in a single transaction in accordance with Section 4.5. [Ally has the meaning set forth in the preamble.] Assign means to directly or indirectly sell, transfer, assign, distribute, exchange, pledge, hypothecate, mortgage, grant a security interest in, encumber or otherwise dispose of Registrable Securities, whether voluntarily or by operation of law, including by way of a merger. Assignor, Assignee, Assigning and Assignment have meanings corresponding to the foregoing. automatic shelf registration statement has the meaning set forth in Section 2.4. Board means the Board of Directors of the Company. Business Day means any day other than a Saturday, Sunday or day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close. Carryover Amount for any Holder means, with respect to any registered offering in which such Holder elected not to participate after receipt of a notice under Section 2.2(a), a number of Registrable Securities equal to the number of Registrable Securities then held by such Holder, multiplied by a fraction (expressed as a percentage), the numerator of which is equal to the number of Registrable Securities sold by the Holder that sold the most Registrable Securities in such offering and the denominator of which is the number of Registrable Securities held by such Holder immediately prior to such offering. Claims has the meaning set forth in Section 2.9(a). Company Shares means common stock of the Company, par value $0.001 per share, and any and all securities of any kind whatsoever of the Company that may be issued by the Company after the date hereof in respect of, in exchange for, or in substitution of, Company Shares, pursuant to any stock dividends, splits, reverse splits, combinations, reclassifications, recapitalizations, reorganizations and the like occurring after the date hereof. Company Shares Equivalents means all options, warrants and other securities convertible into, or exchangeable or exercisable for (at any time or upon the occurrence of any event or contingency and without regard to any vesting or other conditions to which such securities may be subject) Company Shares or other equity securities of the Company (including, without limitation, any note or debt security convertible into or exchangeable for Company Shares or other equity securities of the Company). Company means REV Group, Inc. and any successor thereto. Demand Exercise Notice has the meaning set forth in Section 2.1(a). Demand Registration has the meaning set forth in Section 2.1(a). Demand Registration Request has the meaning set forth in Section 2.1(a). Exchange Act means the Securities Exchange Act of 1934, as amended. Expenses means any and all fees and expenses incident to the Companys performance of or compliance with Article 2, including, without limitation: (i) SEC, stock exchange or FINRA registration and filing fees and all listing fees and fees with respect to the inclusion of securities on the New York Stock Exchange or on any other securities market on which the Company Shares are listed or quoted, (ii) fees and expenses of compliance with state securities or blue sky laws and in connection with the preparation of a blue sky survey, including, without limitation, reasonable fees and expenses of outside blue sky counsel, (iii) printing and copying expenses, (iv) messenger and delivery expenses, (v) expenses incurred in connection with any road show, (vi) fees and disbursements of counsel for

Certain Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER, dated as of June 27, 2016 (this Agreement), is made by and among Gannett Co., Inc., a Delaware corporation (the Parent), Raptor Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (the Purchaser), and ReachLocal, Inc., a Delaware corporation (the Company). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.

Certain Definitions. For purposes of this Agreement, the term: Acceptable Confidentiality Agreement means a confidentiality agreement that contains confidentiality provisions that are not materially less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement; provided, that any such confidentiality agreement need not contain any standstill provision and may not provide for an exclusive right to negotiate with the Company and may not restrict the Company from complying with any term or condition of this Agreement. Acquisition Proposal means any offer or proposal from a Third Party concerning (a) a merger, consolidation, business combination or similar transaction involving the Company, (b) a sale, lease or other disposition by merger, consolidation, business combination, share exchange, joint venture or otherwise, of assets of the Company (including Equity Interests of a Company Subsidiary) or Company Subsidiaries representing fifteen percent (15%) or more of the consolidated assets of the Company and the Company Subsidiaries, taken together as a whole, based on their fair market value, (c) the purchase or acquisition, in any manner, directly or indirectly, by any Third Party of fifteen percent (15%) or more of the issued and outstanding Shares or other Equity Interests in the Company and the Company Subsidiaries, taken together as a whole, (d) any purchase, acquisition, tender offer or exchange offer that, if consummated, would result in any Third Party beneficially owning fifteen percent (15%) or more of the Shares or any other Equity Interests of the Company and the Company Subsidiaries, taken together as a whole, or (e) any combination of the foregoing (in each case, other than the Offer and the Merger); provided, however, that for purposes of Section 7.2(c) only, the term Acquisition Proposal shall have the same meaning as the foregoing, except that references to 15% shall be deemed to be references to 30%. affiliate means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first-mentioned Person. Anti-corruption Laws means Laws relating to anti-bribery or anti-corruption (governmental or commercial) which apply to the Company and the Company Subsidiaries, including Laws that prohibit the corrupt payment, offer, promise or authorization of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any foreign Governmental Entity or other Person to obtain a business advantage, including the FCPA, the U.K. Bribery Act of 2010 and all national and international Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions. beneficial ownership (and related terms such as beneficially owned or beneficial owner) has the meaning set forth in Rule 13d-3 under the Exchange Act. Benefit Plan means each (a) material employee benefit plan (as defined in Section 3(3) of ERISA but whether or not subject to ERISA), (b) material bonus, incentive or deferred compensation or equity or equity-based compensation plan, program, policy, agreement, scheme or arrangement, (c) material employment, consulting, severance, change in control, retention or termination plan, program, policy, agreement, scheme or arrangement or (d) other material compensation or benefit plan, program, policy, agreement, scheme or arrangement, in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any Commonly Controlled Entity for the benefit of any Participant, or between the Company, any of the Company Subsidiaries or any Commonly Controlled Entity, on the one hand, and any Participant, on the other hand, or with respect to which any potential liability, whether absolute or contingent, is borne by the Company or any of the Company Subsidiaries. Business Day has the meaning set forth in Rule 14d-1(g)(3) under the Exchange Act. CERCLA means the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. SS 9601 et seq.). Code means the United States Internal Revenue Code of 1986, as amended. Commonly Controlled Entity means the Company, any of the Company Subsidiaries or any other Person that, together with the Company, is treated as a single employer under Section 414 of the Code. Company Convertible Notes means the Companys outstanding Convertible Second Lien Subordinated Notes, dated December 17, 2015, as amended from time to time. Company Intellectual Property means the Intellectual Property owned by the Company or any of the Company Subsidiaries. Company Material Adverse Effect means any change, event, occurrence, development or effect (each, an Effect) that (i) has or would reasonably be expected to have, a material adverse effect on the business, condition (financial or otherwise), assets or results of operations of the Com

Certain Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER, dated as of June 27, 2016 (this Agreement), is made by and among Gannett Co., Inc., a Delaware corporation (the Parent), Raptor Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (the Purchaser), and ReachLocal, Inc., a Delaware corporation (the Company). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.

Certain Definitions. For purposes of this Agreement, the term: Acceptable Confidentiality Agreement means a confidentiality agreement that contains confidentiality provisions that are not materially less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement; provided, that any such confidentiality agreement need not contain any standstill provision and may not provide for an exclusive right to negotiate with the Company and may not restrict the Company from complying with any term or condition of this Agreement. Acquisition Proposal means any offer or proposal from a Third Party concerning (a) a merger, consolidation, business combination or similar transaction involving the Company, (b) a sale, lease or other disposition by merger, consolidation, business combination, share exchange, joint venture or otherwise, of assets of the Company (including Equity Interests of a Company Subsidiary) or Company Subsidiaries representing fifteen percent (15%) or more of the consolidated assets of the Company and the Company Subsidiaries, taken together as a whole, based on their fair market value, (c) the purchase or acquisition, in any manner, directly or indirectly, by any Third Party of fifteen percent (15%) or more of the issued and outstanding Shares or other Equity Interests in the Company and the Company Subsidiaries, taken together as a whole, (d) any purchase, acquisition, tender offer or exchange offer that, if consummated, would result in any Third Party beneficially owning fifteen percent (15%) or more of the Shares or any other Equity Interests of the Company and the Company Subsidiaries, taken together as a whole, or (e) any combination of the foregoing (in each case, other than the Offer and the Merger); provided, however, that for purposes of Section 7.2(c) only, the term Acquisition Proposal shall have the same meaning as the foregoing, except that references to 15% shall be deemed to be references to 30%. affiliate means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first-mentioned Person. Anti-corruption Laws means Laws relating to anti-bribery or anti-corruption (governmental or commercial) which apply to the Company and the Company Subsidiaries, including Laws that prohibit the corrupt payment, offer, promise or authorization of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any foreign Governmental Entity or other Person to obtain a business advantage, including the FCPA, the U.K. Bribery Act of 2010 and all national and international Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions. beneficial ownership (and related terms such as beneficially owned or beneficial owner) has the meaning set forth in Rule 13d-3 under the Exchange Act. Benefit Plan means each (a) material employee benefit plan (as defined in Section 3(3) of ERISA but whether or not subject to ERISA), (b) material bonus, incentive or deferred compensation or equity or equity-based compensation plan, program, policy, agreement, scheme or arrangement, (c) material employment, consulting, severance, change in control, retention or termination plan, program, policy, agreement, scheme or arrangement or (d) other material compensation or benefit plan, program, policy, agreement, scheme or arrangement, in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any Commonly Controlled Entity for the benefit of any Participant, or between the Company, any of the Company Subsidiaries or any Commonly Controlled Entity, on the one hand, and any Participant, on the other hand, or with respect to which any potential liability, whether absolute or contingent, is borne by the Company or any of the Company Subsidiaries. Business Day has the meaning set forth in Rule 14d-1(g)(3) under the Exchange Act. CERCLA means the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. SS 9601 et seq.). Code means the United States Internal Revenue Code of 1986, as amended. Commonly Controlled Entity means the Company, any of the Company Subsidiaries or any other Person that, together with the Company, is treated as a single employer under Section 414 of the Code. Company Convertible Notes means the Companys outstanding Convertible Second Lien Subordinated Notes, dated December 17, 2015, as amended from time to time. Company Intellectual Property means the Intellectual Property owned by the Company or any of the Company Subsidiaries. Company Material Adverse Effect means any change, event, occurrence, development or effect (each, an Effect) that (i) has or would reasonably be expected to have, a material adverse effect on the business, condition (financial or otherwise), assets or results of operations of the Com

Certain Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of May 4, 2016 (this Agreement), by and among B. Riley Financial, Inc., a Delaware corporation (Parent), Unify Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub), and United Online, Inc., a Delaware corporation (the Company).

Certain Definitions. For purposes of this Agreement, the term: Acceptable Confidentiality Agreement means a confidentiality agreement that contains confidentiality provisions that are not less restrictive in the aggregate than those contained in the Confidentiality Agreement; provided, however, that such agreement (a) need not restrict the making or amending of any Acquisition Proposal and (b) may contain terms materially less favorable in the aggregate to the Company so long as the Company agrees to amend the Confidentiality Agreement in a manner consistent with such materially less favorable terms. Affiliate means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first-mentioned Person. For purposes of this definition, control, when used with respect to any specified Person, means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through ownership of voting securities or by Contract or otherwise, and the terms controlling and controlled by have correlative meanings to the foregoing. Acquisition Proposal means, other than relating solely to the StayFriends Transaction, the Merger or any other proposal or offer from Parent or any of the Parent Subsidiaries, any proposal, offer, inquiry or indication from a Third Party relating to (a) any acquisition or purchase, in a single transaction or series of related transactions, of (i) fifteen percent (15%) or more of the consolidated net revenues, net income or total assets of the Company and the Company Subsidiaries, taken as a whole, or (ii) fifteen percent (15%) or more of the combined voting power of any Equity Interests of the Company (including Equity Interests of Company Subsidiaries); (b) any tender offer or exchange offer that if consummated would result in any Person or group (as defined in or under Section 13 of the Exchange Act) acquiring beneficial ownership of fifteen percent (15%) or more of the combined voting power of any Equity Interests of the Company (including Equity Interests of Company Subsidiaries); or (c) any merger, consolidation, business combination, recapitalization, liquidation, dissolution, share exchange or other transaction involving the Company or any Company Subsidiary in which a Third Party or its stockholders, if consummated, would acquire fifteen percent (15%) or more of the combined voting power of any Equity Interests of the Company (including Equity Interests of Company Subsidiaries) or the surviving entity or the resulting direct or indirect parent of the Company or such surviving entity. Action means any civil, criminal or administrative action, claim, suit, audit, hearing, assessment, arbitration or inquiry, or any proceeding or investigation, by or before any Governmental Entity. Aggregate Exercise Price means the aggregate exercise price per share of all Company Options excluding Company Options for which the exercise price is greater than the Per Share Merger Consideration. Ancillary Agreements means the Voting Agreements. beneficial ownership (and related terms such as beneficially owned or beneficial owner) has the meaning set forth in Rule 13d-3 under the Exchange Act. Business Day means any day ending at 11:59 p.m. (Eastern Time) other than a Saturday or Sunday or a day on which banks are required or authorized to close in New York City and the City of Los Angeles. Cash and Cash Equivalents means cash and cash equivalents as classified under the applicable line item of the relevant partys consolidated balance sheets. Code means the Internal Revenue Code of 1986, as amended. Company ESPP means the Company 2010 Employee Stock Purchase Plan, as amended. Company Material Adverse Effect means a material adverse effect on the results of operations or condition (financial or otherwise), properties, assets, liabilities (contingent or otherwise) or business of the Company and the Company Subsidiaries, taken as a whole; provided, however, that in no event would any of the following, in and of themselves or in combination, be deemed to constitute, nor shall any of the following (including the effect of any of the following) be taken into account in determining whether there has been or will be, a Company Material Adverse Effect: (a) changes in the general economic, financial, credit or securities markets, including prevailing interest rates or currency rates, or political conditions; (b) changes in general economic conditions in the industry or industries in which the Company and the Company Subsidiaries operate; (c) the outbreak or escalation of hostilities involving the United States, the declaration by the United States of a national emergency or war or the occurrence of any acts of terrorism affecting the United States; (d) any hurricane, tornado, flood, earthquake or other natural disaster; (e) the identity of, or actions or omissions of, Parent, Merger Sub or their Affiliates, or an

Certain Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER, dated as of December 21, 2015 (this Agreement), is entered into by and among Western Refining, Inc., a Delaware corporation (WNR), Western Acquisition Co, LLC, a Delaware limited liability company and wholly-owned subsidiary of WNR (MergerCo and, together with WNR, each a Buyer Party and collectively, the Buyer Parties), Northern Tier Energy LP, a Delaware limited partnership (NTI), and Northern Tier Energy GP LLC, a Delaware limited liability company and the general partner of NTI and wholly-owned subsidiary of WNR (NTI GP).

Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: Acquisition Proposal shall mean any inquiry, proposal or offer from or by any Person other than the Buyer Parties or their respective Subsidiaries relating to: (a) any direct or indirect acquisition (whether in a single transaction or a series of related transactions) of (i) more than 15% in value of the assets of NTI and its Subsidiaries, taken as a whole, (ii) more than 15% of the outstanding NTI Common Units or (iii) assets that generate more than 15% of the cash flow, net revenues or net income of NTI and its Subsidiaries, taken as a whole; (b) any tender offer or exchange offer that, if consummated, would result in any such Person beneficially owning (within the meaning of Rule 13d-3 under the Exchange Act) more than 15% of the outstanding equity securities of NTI; or (c) any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving NTI, other than the Merger. Action shall have the meaning set forth in Section 6.10(a). Actual Performance Multiplier shall mean, with respect to Section 3.1(e), the performance multiple (expressed as a percentage between 0 200%) that is deemed to have been earned on the last day of the fiscal quarter that ends immediately preceding the Effective Time. This multiple shall be calculated under the terms and conditions set forth in the applicable performance-based NTI Phantom Unit award agreement and the NTI LTIP, with the exception that the applicable performance period will be deemed to end on the last day of the fiscal quarter that ends immediately preceding the Effective Time and all applicable performance measures shall be calculated as of the deemed end of the shortened performance period. Affiliate shall have the meaning set forth in Rule 405 of the Securities Act, unless otherwise expressly stated herein; provided that for purposes of this Agreement, the Buyer Parties and their respective Subsidiaries (excluding NTI, NTI GP and their respective Subsidiaries) shall not be Affiliates of NTI, NTI GP and their respective Subsidiaries, unless otherwise expressly stated herein. Agreement shall have the meaning set forth in the introductory paragraph to this Agreement. Antitrust Laws shall mean the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended and all other applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition. Available Cash shall mean NTI cash flow from operations for the applicable quarter, less cash required for maintenance, regulatory, and previously approved organic growth capital expenditures, reimbursement of expenses incurred by NTI GP and its affiliates, debt service and other contractual obligations and reserves for future operating or capital needs that the NTI GP Board deems necessary or appropriate, including reserves for turnaround and related expenses. Available Cash Election Amount shall have the meaning set forth in Section 3.1(c)(ii). Book-Entry Units shall have the meaning set forth in Section 3.2(a). Business Day shall mean any day which is not a Saturday, Sunday or other day on which banks are authorized or required to be closed in New York, New York. Buyer Party or Buyer Parties shall have the meaning set forth in the introductory paragraph to this Agreement. Cash Election shall have the meaning set forth in Section 3.1(c)(ii). Cash Election Amount shall have the meaning set forth in Section 3.1(c)(ii). Cash Election Unit shall have the meaning set forth in Section 3.1(c)(ii). Cash Fraction shall have the meaning set forth in Section 3.1(c)(ii). Certificate shall have the meaning set forth in Section 3.2(a). Certificate of Merger shall have the meaning set forth in Section 2.1(c). Claim shall have the meaning set forth in Section 6.10(a). Closing shall have the meaning set forth in Section 2.1(f). Closing Date shall have the meaning set forth in Section 2.1(f). Code shall mean the Internal Revenue Code of 1986, as amended. Compensation and Benefit Plan shall mean any bonus, incentive, vacation, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee unit ownership, unit bonus, unit purchase, equity compensation plan (including, without limitation, restricted or phantom unit or unit option plan), any employment or severance contract, retention contract, consulting contract, any medical, dental, disability, health or life insurance plan, any other employee benefit or fringe benefit plan, contract or arrangement and any applicable change of control or similar provision in any plan, contract or arrangement maintained or contributed to for the benefit of officers, former officers, employees, former employees, directors, former directors or the benefici

Certain Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER, dated as of December 21, 2015 (this Agreement), is entered into by and among Western Refining, Inc., a Delaware corporation (WNR), Western Acquisition Co, LLC, a Delaware limited liability company and wholly-owned subsidiary of WNR (MergerCo and, together with WNR, each a Buyer Party and collectively, the Buyer Parties), Northern Tier Energy LP, a Delaware limited partnership (NTI), and Northern Tier Energy GP LLC, a Delaware limited liability company and the general partner of NTI and wholly-owned subsidiary of WNR (NTI GP).

Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: Acquisition Proposal shall mean any inquiry, proposal or offer from or by any Person other than the Buyer Parties or their respective Subsidiaries relating to: (a) any direct or indirect acquisition (whether in a single transaction or a series of related transactions) of (i) more than 15% in value of the assets of NTI and its Subsidiaries, taken as a whole, (ii) more than 15% of the outstanding NTI Common Units or (iii) assets that generate more than 15% of the cash flow, net revenues or net income of NTI and its Subsidiaries, taken as a whole; (b) any tender offer or exchange offer that, if consummated, would result in any such Person beneficially owning (within the meaning of Rule 13d-3 under the Exchange Act) more than 15% of the outstanding equity securities of NTI; or (c) any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving NTI, other than the Merger. Action shall have the meaning set forth in Section 6.10(a). Actual Performance Multiplier shall mean, with respect to Section 3.1(e), the performance multiple (expressed as a percentage between 0 200%) that is deemed to have been earned on the last day of the fiscal quarter that ends immediately preceding the Effective Time. This multiple shall be calculated under the terms and conditions set forth in the applicable performance-based NTI Phantom Unit award agreement and the NTI LTIP, with the exception that the applicable performance period will be deemed to end on the last day of the fiscal quarter that ends immediately preceding the Effective Time and all applicable performance measures shall be calculated as of the deemed end of the shortened performance period. Affiliate shall have the meaning set forth in Rule 405 of the Securities Act, unless otherwise expressly stated herein; provided that for purposes of this Agreement, the Buyer Parties and their respective Subsidiaries (excluding NTI, NTI GP and their respective Subsidiaries) shall not be Affiliates of NTI, NTI GP and their respective Subsidiaries, unless otherwise expressly stated herein. Agreement shall have the meaning set forth in the introductory paragraph to this Agreement. Antitrust Laws shall mean the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended and all other applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition. Available Cash shall mean NTI cash flow from operations for the applicable quarter, less cash required for maintenance, regulatory, and previously approved organic growth capital expenditures, reimbursement of expenses incurred by NTI GP and its affiliates, debt service and other contractual obligations and reserves for future operating or capital needs that the NTI GP Board deems necessary or appropriate, including reserves for turnaround and related expenses. Available Cash Election Amount shall have the meaning set forth in Section 3.1(c)(ii). Book-Entry Units shall have the meaning set forth in Section 3.2(a). Business Day shall mean any day which is not a Saturday, Sunday or other day on which banks are authorized or required to be closed in New York, New York. Buyer Party or Buyer Parties shall have the meaning set forth in the introductory paragraph to this Agreement. Cash Election shall have the meaning set forth in Section 3.1(c)(ii). Cash Election Amount shall have the meaning set forth in Section 3.1(c)(ii). Cash Election Unit shall have the meaning set forth in Section 3.1(c)(ii). Cash Fraction shall have the meaning set forth in Section 3.1(c)(ii). Certificate shall have the meaning set forth in Section 3.2(a). Certificate of Merger shall have the meaning set forth in Section 2.1(c). Claim shall have the meaning set forth in Section 6.10(a). Closing shall have the meaning set forth in Section 2.1(f). Closing Date shall have the meaning set forth in Section 2.1(f). Code shall mean the Internal Revenue Code of 1986, as amended. Compensation and Benefit Plan shall mean any bonus, incentive, vacation, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee unit ownership, unit bonus, unit purchase, equity compensation plan (including, without limitation, restricted or phantom unit or unit option plan), any employment or severance contract, retention contract, consulting contract, any medical, dental, disability, health or life insurance plan, any other employee benefit or fringe benefit plan, contract or arrangement and any applicable change of control or similar provision in any plan, contract or arrangement maintained or contributed to for the benefit of officers, former officers, employees, former employees, directors, former directors or the benefici

Certain Definitions from Amended and Restated Rights Agreement

THIS AMENDED AND RESTATED RIGHTS AGREEMENT (the Agreement) dated as of December 21, 2015, by and between Sorrento Therapeutics, Inc., a Delaware corporation (the Company), and Philadelphia Stock Transfer, Inc., as rights agent (the Rights Agent), amends and restates the Amended and Restated Rights Agreement, dated December 22, 2014 (the First Restated Rights Agreement), by and between the Company and the Rights Agent, which agreement amended and restated the Rights Agreement, dated November 7, 2013 (the Original Agreement) by and between the Company and Computershare Trust Company, N.A., a federally chartered trust company, as the original rights agent.

Certain Definitions. For purposes of this Agreement, the following terms have the meanings indicated:

Certain Definitions from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of December 1, 2015 by and among Beijing E-town Dragon Semiconductor Industry Investment Center (Limited Partnership), a PRC limited partnership (Parent), Dragon Acquisition Sub, Inc., a Delaware corporation and a wholly-owned (direct or indirect) subsidiary of Parent (Acquisition Sub), and Mattson Technology, a Delaware corporation (the Company).

Certain Definitions. For all purposes of and under this Agreement, the following capitalized terms shall have the following respective meanings: Acceptable Confidentiality Agreement means an agreement that is either (i) in effect as of the execution and delivery of this Agreement or (ii) executed, delivered and effective after the execution, delivery and effectiveness of this Agreement, in either case containing provisions that require any counter-party(ies) thereto (and any of its(their) representatives named therein) that receive material non-public information of or with respect to the Company to keep such information confidential and use such information only in connection with the evaluation of a negotiated transaction; provided that the provisions thereof are no less restrictive in the aggregate to such counter-party(ies) (and any of its(their) representatives named therein) than the terms of the Confidentiality Agreement. Notwithstanding the foregoing, an Acceptable Confidentiality Agreement need not contain any standstill or other similar provisions. Acquisition Proposal means any inquiry, offer or proposal (other than an inquiry, offer or proposal by Parent or Acquisition Sub) to engage in, or otherwise relating to, an Acquisition Transaction. Acquisition Transaction means any transaction or series of related transactions (other than the transactions contemplated by this Agreement) involving: (i) any direct or indirect purchase or other acquisition by any Person or group (as defined in or under Section 13(d) of the Exchange Act), whether from the Company and/or any other Person(s), of shares of Company Common Stock representing more than fifteen percent (15%) of the shares of Company Common Stock outstanding after giving effect to the consummation of such purchase or other acquisition, including pursuant to a tender offer or exchange offer by any Person or group (as defined in or under Section 13(d) of the Exchange Act) that, if consummated in accordance with its terms, would result in such Person or group beneficially owning more than fifteen percent (15%) of the shares of Company Common Stock outstanding after giving effect to the consummation of such tender or exchange offer; (ii) any direct or indirect purchase or other acquisition by any Person or group (as defined in or under Section 13(d) of the Exchange Act) of more than fifteen percent (15%) of the consolidated assets of the Company and its Subsidiaries taken as a whole (measured by the fair market value thereof as of the date of such sale, transfer, acquisition or disposition); (iii) any merger, consolidation, business combination, recapitalization or other similar transaction involving the Company pursuant to which any Person or group (as defined in or under Section 13(d) of the Exchange Act), other than the Company Stockholders (as a group) immediately prior to the consummation of such transaction, would hold shares of Company Common Stock representing more than fifteen percent (15%) of the shares of Company Common Stock outstanding after giving effect to the consummation of such transaction; (iv) a liquidation, dissolution or other winding up of the Company; or (v) any combination of the foregoing. Affiliate means, with respect to any Person, any other Person which directly or indirectly controls, is controlled by or is under common control with such Person. For purposes of the immediately preceding sentence, the term control (including, with correlative meanings, the terms controlling, controlled by and under common control with), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. Antitrust Law means the Sherman Antitrust Act of 1890, the Clayton Act of 1914, the HSR Act, the Federal Trade Commission Act, and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or the creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement. Business Day means any day, other than a Saturday, Sunday and any day which is a legal holiday under the Laws of the State of California or the PRC is a day on which banking institutions located in the State of California or the PRC are authorized or required by Law or other governmental action to close. CFIUS means the Committee on Foreign Investment in the United States. CFIUS Approval means that either (i) a written notice shall have been issued by CFIUS stating that it has determined that there are no unresolved national security concerns with respect to the transactions contemplated by this Agreement, and has concluded all action under FINSA or (ii) if CFIUS has sent a report

Certain Definitions from Agreement and Plan of Merger and Reorganization

This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (hereinafter referred to as this Agreement), dated October 20, 2015, is by and among Lam Research Corporation, a Delaware corporation (Parent), Topeka Merger Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub 1), Topeka Merger Sub 2, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub 2 and, together with Merger Sub 1, the Merger Subs) and KLA-Tencor Corporation, a Delaware corporation (the Company). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, each of the Merger Subs and the Company are each sometimes referred to herein as a Party and collectively as the Parties.

Certain Definitions. For the purposes of this Agreement, the term: Acceptable Confidentiality Agreement means a confidentiality agreement that contains terms that are no less favorable in the aggregate to the Company or Parent, as applicable, than those contained in the Confidentiality Agreement; provided, however, that an Acceptable Confidentiality Agreement (i) shall not be required to contain standstill provisions, (ii) shall not provide for an exclusive right to negotiate with the Company or Parent, as applicable, and (iii) shall not restrict the Company from complying with Section 5.3 or Parent from complying with Section 5.4, as applicable. Action means any and all litigation, suits, actions, proceedings, arbitrations and mediations by or before any Governmental Authority. Adverse Law or Order means (i) any Law shall have been enacted or promulgated by any Governmental Authority of competent jurisdiction which prohibits or makes illegal the consummation of the First Merger or (ii) there shall be in effect any Order preventing the consummation of the First Merger. Antitrust Laws mean any antitrust, competition or trade regulation Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, including the HSR Act. Available Cash for Cash Election means the difference of (a) the Maximum Cash Consideration minus (b) the product of (i) the sum of the number of Mixed Election Shares and Undesignated Shares multiplied by (ii) the Average Cash Per Share. Available Stock for Stock Election means the difference of (a) the Maximum Stock Consideration minus (b) the product of (i) the sum of the number of Mixed Election Shares and Undesignated Shares multiplied by (ii) the Average Parent Stock Per Share. Bridge Commitment Letter means the bridge facility commitment letter between Parent, Goldman Sachs Bank USA, and Goldman Sachs Lending Partners LLC, dated as of the date hereof, as amended, supplemented or replaced in compliance with this Agreement or as required by Section 6.16 following a Financing Failure Event, pursuant to which the financial institutions party thereto have agreed, subject only to the Financing Conditions set forth therein, to provide or cause to be provided the bridge facility financing set forth therein for the purposes of financing the Transactions. business days has the meaning set forth in Rule 14d-1(g)(3) of the Exchange Act. Cash Election Number shall mean the quotient of (i) the Available Cash for Cash Election divided by (ii) the Per Share Cash Consideration. Cash Election Shares means all Company Shares, including Dissenting Shares, in respect of which Cash Elections have been validly and timely delivered and not subsequently revoked or changed. Claim means any and all allegations, claims, demands and causes of action. Code means the Internal Revenue Code of 1986, as amended. Company Bylaws means the bylaws of the Company, as amended and restated as of the date of this Agreement. Company Certificate means the Certificate of Incorporation of the Company as amended and restated and in effect on the date hereof. Company Competing Proposal means any offer or proposal made by a Person or group (other than a proposal or offer by Parent or any of its Subsidiaries) at any time that contemplates such Person or group acquiring beneficial ownership (as defined under Section 13(d) of the Exchange Act) of at least 15% of the assets of the Company (on a consolidated basis with its Subsidiaries) or at least 15% of the equity interest in the Company (whether pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, sale of assets, tender offer or exchange offer or otherwise, including any single or multi-step transaction or series of related transactions), in each case other than the Mergers. Company Equity Awards means the Company Stock Options and the Company RSUs. Company Equity Plans means the Companys 1998 Outside Director Option Plan, 2004 Equity Incentive Plan (as amended and restated as of August 7, 2014), Amended and Restated 1997 Employee Stock Option Plan (as amended May 8, 2014), and Therma-Wave, Inc. 2000 Equity Incentive Plan (as amended). Company ERISA Affiliate means any trade or business (whether or not incorporated) under common control with the Company or any Company Subsidiary and that, together with the Company or any Company Subsidiary, is treated as a single employer within the meaning of Section 414 of the Code or Section 4001 of ERISA. Company Foreign Plan means any Company Plan that is maintained outside of the United States. Company Governing Documents means the Company Bylaws and the Company Certificate. Company Immaterial Trademark Licenses means licenses or other rights of use granted by the Company or any Company Subsidiary in respect of Trademarks to Third Party vendors to refer to the Company as a customer an

Certain Definitions from Agreement and Plan of Merger and Reorganization

This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (hereinafter referred to as this Agreement), dated October 20, 2015, is by and among Lam Research Corporation, a Delaware corporation (Parent), Topeka Merger Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub 1), Topeka Merger Sub 2, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub 2 and, together with Merger Sub 1, the Merger Subs) and KLA-Tencor Corporation, a Delaware corporation (the Company). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, each of the Merger Subs and the Company are each sometimes referred to herein as a Party and collectively as the Parties.

Certain Definitions. For the purposes of this Agreement, the term: Acceptable Confidentiality Agreement means a confidentiality agreement that contains terms that are no less favorable in the aggregate to the Company or Parent, as applicable, than those contained in the Confidentiality Agreement; provided, however, that an Acceptable Confidentiality Agreement (i) shall not be required to contain standstill provisions, (ii) shall not provide for an exclusive right to negotiate with the Company or Parent, as applicable, and (iii) shall not restrict the Company from complying with Section 5.3 or Parent from complying with Section 5.4, as applicable. Action means any and all litigation, suits, actions, proceedings, arbitrations and mediations by or before any Governmental Authority. Adverse Law or Order means (i) any Law shall have been enacted or promulgated by any Governmental Authority of competent jurisdiction which prohibits or makes illegal the consummation of the First Merger or (ii) there shall be in effect any Order preventing the consummation of the First Merger. Antitrust Laws mean any antitrust, competition or trade regulation Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, including the HSR Act. Available Cash for Cash Election means the difference of (a) the Maximum Cash Consideration minus (b) the product of (i) the sum of the number of Mixed Election Shares and Undesignated Shares multiplied by (ii) the Average Cash Per Share. Available Stock for Stock Election means the difference of (a) the Maximum Stock Consideration minus (b) the product of (i) the sum of the number of Mixed Election Shares and Undesignated Shares multiplied by (ii) the Average Parent Stock Per Share. Bridge Commitment Letter means the bridge facility commitment letter between Parent, Goldman Sachs Bank USA, and Goldman Sachs Lending Partners LLC, dated as of the date hereof, as amended, supplemented or replaced in compliance with this Agreement or as required by Section 6.16 following a Financing Failure Event, pursuant to which the financial institutions party thereto have agreed, subject only to the Financing Conditions set forth therein, to provide or cause to be provided the bridge facility financing set forth therein for the purposes of financing the Transactions. business days has the meaning set forth in Rule 14d-1(g)(3) of the Exchange Act. Cash Election Number shall mean the quotient of (i) the Available Cash for Cash Election divided by (ii) the Per Share Cash Consideration. Cash Election Shares means all Company Shares, including Dissenting Shares, in respect of which Cash Elections have been validly and timely delivered and not subsequently revoked or changed. Claim means any and all allegations, claims, demands and causes of action. Code means the Internal Revenue Code of 1986, as amended. Company Bylaws means the bylaws of the Company, as amended and restated as of the date of this Agreement. Company Certificate means the Certificate of Incorporation of the Company as amended and restated and in effect on the date hereof. Company Competing Proposal means any offer or proposal made by a Person or group (other than a proposal or offer by Parent or any of its Subsidiaries) at any time that contemplates such Person or group acquiring beneficial ownership (as defined under Section 13(d) of the Exchange Act) of at least 15% of the assets of the Company (on a consolidated basis with its Subsidiaries) or at least 15% of the equity interest in the Company (whether pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, sale of assets, tender offer or exchange offer or otherwise, including any single or multi-step transaction or series of related transactions), in each case other than the Mergers. Company Equity Awards means the Company Stock Options and the Company RSUs. Company Equity Plans means the Companys 1998 Outside Director Option Plan, 2004 Equity Incentive Plan (as amended and restated as of August 7, 2014), Amended and Restated 1997 Employee Stock Option Plan (as amended May 8, 2014), and Therma-Wave, Inc. 2000 Equity Incentive Plan (as amended). Company ERISA Affiliate means any trade or business (whether or not incorporated) under common control with the Company or any Company Subsidiary and that, together with the Company or any Company Subsidiary, is treated as a single employer within the meaning of Section 414 of the Code or Section 4001 of ERISA. Company Foreign Plan means any Company Plan that is maintained outside of the United States. Company Governing Documents means the Company Bylaws and the Company Certificate. Company Immaterial Trademark Licenses means licenses or other rights of use granted by the Company or any Company Subsidiary in respect of Trademarks to Third Party vendors to refer to the Company as a customer an