1933 Uses in Certain Definitions Clause

Certain Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of April 20, 2017 by and among Syros Pharmaceuticals, Inc., a Delaware corporation (the Company), and the Investors named in that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of April 20, 2017 (the Purchase Agreement). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

Certain Definitions. As used in this Agreement, the following terms shall have the following meanings: Investors means the Investors identified in the Purchase Agreement and any Affiliate or permitted transferee of any Investor who is a subsequent holder of Registrable Securities. Prospectus means (i) the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and (ii) any free writing prospectus as defined in Rule 405 under the 1933 Act. Register, registered and registration refer to a registration made by preparing and filing a Registration Statement or similar document in compliance with the 1933 Act, and the declaration or ordering of effectiveness of such Registration Statement or document. Registrable Securities means (i) the Shares and (ii) any other securities issued or issuable with respect to or in exchange for Shares, whether by merger, charter amendment or otherwise; provided, that a security shall cease to be a Registrable Security upon (A) sale pursuant to a Registration Statement or Rule 144 under the 1933 Act, or (B) such security becoming eligible for sale without restriction by the Investors pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) promulgated under the 1933 Act. Registration Statement means any registration statement of the Company under the 1933 Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement. Required Investors means the Investors holding a majority of the Registrable Securities outstanding from time to time. SEC means the U.S. Securities and Exchange Commission.

Certain Definitions

Biolase, Inc., a Delaware corporation (the Corporation), hereby certifies that the following resolution was duly approved and adopted by the Board of Directors of the Corporation (the Board of Directors) at a meeting of the Board of Directors, which resolution remains in full force and effect on the date hereof:

Certain Definitions. Unless the context otherwise requires, the terms defined in this Section 2 shall have, for all purposes of this resolution, the meanings specified (with terms defined in the singular having comparable meanings when used in the plural). Affiliate means any person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person, as such terms are used in and construed under Rule 405 under the Securities Act. Board of Directors shall have the meaning set forth in the preamble to this Certificate of Designations. Bylaws shall have the meaning set forth in the preamble to this Certificate of Designations. Certificate of Incorporation shall have the meaning set forth in the preamble to this Certificate of Designations. Common Stock shall mean the common stock, par value $0.001 per share, of the Corporation. Conversion Date shall have the meaning ascribed to such term in Section 6(d). Conversion Price shall mean $1.24, subject to adjustment from time to time in accordance with Section 6(c). Corporation shall have the meaning set forth in the preamble to this Certificate of Designations. Deemed Liquidation shall mean a consolidation or merger of the Corporation with or into any other person or persons, a statutory share exchange, the sale of all or substantially all of the Corporations assets or the sale of capital stock in one or more related transactions wherein the stockholders of the Corporation immediately prior to the effectiveness of such transaction or transactions hold less than 50% of the capital stock of the Corporation or the surviving entity immediately after such transaction. DGCL shall have the meaning set forth in the preamble to this Certificate of Designations. Dividend Period shall have the meaning ascribed to such term in Section 4(a)(i). Fair Market Value shall mean, with respect to any listed security, its Market Price, and with respect to any property or assets other than cash or listed securities, the fair value thereof determined in good faith by the Board of Directors. Initial Dividend Rate shall have the meaning set forth in Section 4(a)(i). Initial Issue Date shall mean the date that shares of Series D Preferred Stock are first issued by the Corporation. Junior Securities shall have the meaning set forth in Section 8(c). LIBOR shall mean the daily rate of interest as published in the Money Rates section of The Wall Street Journal as London Interbank Offered Rates (Libor) with a term of three (3) months. If The Wall Street Journal ceases to publish the London Interbank Offered Rates (Libor), the Corporation may select a substitute publication or service that publishes the London Interbank Offered Rates (Libor), or its equivalent. Liquidation shall have the meaning ascribed to such term in Section 5(a). Market Price shall mean, as to any class of listed securities, the average of the closing prices of such securitys sales on all United States securities exchanges on which such security may at the time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted by Nasdaq or a major non-U.S. exchange, but not on the basis of pink sheets, as of 4:00 P.M., New York time, on such day or any successor organization, in each such case averaged over a period of twenty-one (21) days consisting of the day (or if such day is not a trading day, the immediately preceding trading day) as of which Market Price is being determined and the twenty (20) consecutive trading days prior to such day. Nasdaq shall mean the Nasdaq Stock Market LLC. Parity Securities shall have the meaning set forth in Section 8(b). Participating Dividends shall have the meaning ascribed to such term in Section 4(b). person shall mean any individual, partnership, company, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or agency or political subdivision thereof, or other entity. Preferred Stock shall have the meaning set forth in the preamble to this Certificate of Designations. Redemption Date shall have the meaning ascribed to such term in Section 7(b). Redemption Price shall have the meaning ascribed to such term in Section 7(a). Regular Dividend Payment Date shall have the meaning ascribed to such term in Section 4(a)(i). Regular Dividends shall have the meaning ascribed to such term in Section 4(a)(i). Requisite Holders shall mean the holders of at least a majority of the then outstanding shares of Series D Preferred Stock. Requisite Stockholder Approval shall have the meaning ascribed to it in the Securities Purchase Agreement. Securities Act shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Securities Pur

Certain Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of , 2017, is entered into by and among Liberty Oilfield Services Inc., a Delaware corporation (the Company), and each of the other parties listed on the signature pages hereto (the Initial Holders and, together with the Company, the Parties).

Certain Definitions. As used in this Agreement, the following terms have the meanings indicated: Affiliate means, with respect to any specified Person, a Person that directly or indirectly Controls or is Controlled by, or is under common Control with, such specified Person. For purposes hereof, the Company and its subsidiaries shall not be deemed to be an Affiliate of Riverstone. Automatic Shelf Registration Statement means an automatic shelf registration statement as defined under Rule 405. Board means the board of directors of the Company. Business Day means any day other than a Saturday, Sunday, any federal holiday or any other day on which banking institutions in the State of New York are authorized or required to be closed by law or governmental action. Commission means the Securities and Exchange Commission or any other federal agency then administering the Securities Act or Exchange Act. Common Stock means the Class A common stock, par value $0.01 per share, of the Company. Company Securities means any equity interest of any class or series in the Company. Control (including the terms Controls, Controlled by and under common Control with) means the possession, direct or indirect, of the power to (a) direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise or (b) vote 10% or more of the securities having ordinary voting power for the election of directors of a Person. Effective Date means the time and date that a Registration Statement is first declared effective by the Commission or otherwise becomes effective. 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. Holder means (a) R/C Holdings unless and until R/C Holdings ceases to hold any Registrable Securities, (b) R/C Partnership unless and until R/C Partnership ceases to hold any Registrable Securities, (c) Laurel Road I unless and until Laurel Road I ceases to hold any Registrable Securities, (d) Laurel Road II unless and until Laurel Road II ceases to hold any Registrable Securities, (e) Spruce unless and until Spruce ceases to hold any Registrable Securities, (f) each of Christopher A. Wright, C. Mark Pearson, Paul G. Vitek, Duane Fadness, Bob Schulz, Larry Griffin, Leen Weijers, Jim Brady, Glenn Dighero, Tim Hohn, Jason Galacia, S. Scott Tiedgen, Michael Stock, Ron Gusek, Tom Riedel and SRE, in each case unless and until such Person ceases to hold any Registrable Securities, and (g) any holder of Registrable Securities to whom registration rights conferred by this Agreement have been transferred in compliance with Section 9(e) hereof; provided, that any Person referenced in clause (g) shall be a Holder only if such Person agrees in writing to be bound by and subject to the terms set forth in this Agreement. Initiating Holder means the Sponsoring Holder delivering the Demand Notice or the Underwritten Offering Notice, as applicable. Laurel means Laurel Road I and Laurel Road II. Laurel Road I means Laurel Road, LLC, a California limited liability company. Laurel Road II means Laurel Road II, LLC, a California limited liability company. Material Adverse Change means (a) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (b) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (c) a material outbreak or escalation of armed hostilities or other international or national calamity involving the United States or the declaration by the United States of a national emergency or war or a change in national or international financial, political or economic conditions, or (d) any event, change, circumstance or effect that is or is reasonably likely to be materially adverse to the business, properties, assets, liabilities, condition (financial or otherwise), operations, results of operations or prospects of the Company and its subsidiaries taken as a whole. Person means an individual, corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, estate, trust, government (or an agency or subdivision thereof) or other entity of any kind. Proceeding means any action, claim, suit, proceeding or investigation (including a preliminary investigation or partial proceeding, such as a deposition) pending or, to the knowledge of the Company, to be threatened. Prospectus means the prospectus included in a Registration Statement (including a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A, Rule 430B or Rule 430C promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms o

Certain Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of April 5, 2017 (this Agreement), by and between PacWest Bancorp, a Delaware corporation (Parent), and CU Bancorp, a California corporation (the Company) (collectively hereinafter referred to as the Parties).

Certain Definitions. The following terms are used in this Agreement with the meanings set forth below: Acquisition Proposal means (A) any proposal, offer or inquiry with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or any of its Subsidiaries that if consummated, would result in any Person (or the stockholders of any Person) owning 15% or more of the total voting power of the Company or the surviving entity in a merger involving such party or the resulting parent company of such surviving entity and (B) any proposal or offer to acquire in any manner, directly or indirectly, 15% or more of the total voting power of any class of equity securities of the Company or those of any of its Subsidiaries or 15% or more of the Companys consolidated total assets (including equity securities of its Subsidiaries), in each case other than the transactions contemplated by this Agreement. Adjusted Shareholders Equity has the meaning set forth in Section 6.03(d). Advisors has the meaning set forth in Section 6.03(d). Affiliate means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by or is under common control with such Person. For purposes of this definition, control of a Person shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. Agreement means this Agreement, as amended or modified from time to time in accordance with Section 8.02. ALL has the meaning set forth in Section 4.02(v). Alternative Acquisition Agreement has the meaning set forth in Section 5.06(c)(i)(B). Anti-Bribery and Anti-Corruption Laws means the FCPA and all other applicable anti-bribery and anti-corruption Laws. Bank Merger has the meaning set forth in the Recitals to this Agreement. Bank Merger Certificate has the meaning set forth in Section 5.19. Bank Secrecy Act means the Currency and Foreign Transaction Reporting Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act and their implementing regulations. Bankruptcy and Equity Exception has the meaning set forth in Section 4.02(e). Benefit Plans has the meaning set forth in Section 4.02(n). Book-Entry Share has the meaning set forth in Section 3.01(a). Business Day means Monday through Friday of each week, except a legal holiday recognized as such by the United States federal government or any day on which banking institutions in the State of California are authorized or obligated to close. CA Agreement of Merger has the meaning set forth in Section 2.02. California Secretary means the Secretary of State of the State of California. Cash Consideration has the meaning set forth in Section 3.01(a). CDBO means the California Department of Business Oversight. Certificate has the meaning set forth in Section 3.01(a). Certificate of Merger has the meaning set forth in Section 2.02. CFC means the California Financial Code. Claim has the meaning set forth in Section 5.11(a). Closing has the meaning set forth in Section 2.02. Closing Date has the meaning set forth in Section 2.02. Closing Financial Statements has the meaning set forth in Section 5.15. Code means the Internal Revenue Code of 1986, as amended. Community Reinvestment Act means the Community Reinvestment Act of 1977, as amended. Company has the meaning set forth in the Preamble of this Agreement. Company 401(k) Plan has the meaning set forth in Section 5.12(d). Company Applicable Date has the meaning set forth in Section 4.02(g). Company Board means the board of directors of the Company. Company Board Recommendation has the meaning set forth in Section 5.04. Company Bylaws means the bylaws of the Company, as amended. Company Change of Recommendation has the meaning set forth in Section 5.06(c)(i)(A). Company Charter means the certificate of incorporation of the Company, as amended. Company Common Stock means the common stock, no par value per share, of the Company. Company Disclosure Schedule has the meaning set forth in Section 4.01. Company Equity Awards has the meaning set forth in Section 3.04(c). Company Loan Property has the meaning set forth in Section 4.02(p). Company Material Adverse Effect means any effect, circumstance, occurrence or change that is (i) material and adverse to the business, assets or deposit liabilities, properties, operations, results of operations, condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) that materially impairs the ability of the Company to consummate the Merger and the transactions contemplated hereby on a timely basis; provided, however, that none of the following effects, circumstances, occurrences or changes shall be considered when determining if a Company Material Adverse Effect

CERTAIN DEFINITIONS from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is entered into as of May 2, 2016, and effective as of the Effective Date (as defined below), by and among Five Point Holdings, LLC, a Delaware limited liability company f/k/a Newhall Holding Company, LLC (the Company), and the persons named on Exhibit A hereto (collectively with any Assignee pursuant to Section 15 hereof, the Holders). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in Section 1.

CERTAIN DEFINITIONS. As used in this Agreement, in addition to the other terms defined herein, the following capitalized defined terms, as used herein, have the following meanings: Affiliate of any Person means any other Person directly or indirectly controlling or controlled by or under common control with such Person. For the purposes of this definition, control, when 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 the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Agreement has the meaning set forth in the preamble to this Agreement. Assignee has the meaning set forth in Section 15 hereof. Business Day means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to be closed. Class A Common Shares means Class A Common Shares of the Company (or any other interests issued in respect of those shares as a result of a unit split, combination, distribution or other recapitalization event applying to all such shares). Closing Price means the last reported sale price of a Class A Common Share regular way on a given day or, in case no such sale takes place on such day, the average of the reported closing bid and asked prices regular way, in each case on the NYSE or such other principal national securities exchange on which the Class A Common Shares are then listed or admitted to trading, or, if the Class A Common Shares are not listed or admitted to trading on any national securities exchange, the average of the closing bid and asked prices as furnished by any nationally recognized member of FINRA selected from time to time by the Company, reasonably and in good faith, for that purpose, or, if no such prices are furnished, the fair market value of a Class A Common Share, as determined in good faith by the Companys board of directors. Commission means the Securities and Exchange Commission. Company has the meaning set forth in the preamble to this Agreement. Contributing Investors means UST Lennar HW Scala SF Joint Venture, LenFive, LLC, FPC-HF Venture I, LLC, Lennar Homes of California, Inc. and Emile Haddad. Contribution and Sale Agreement has the meaning set forth in the recitals to this Agreement. Demand Registration Notice has the meaning set forth in Section 3(b) hereof. Demand Registration Statement has the meaning set forth in Section 3(b) hereof. Effective Date means the first trading day following the date on which the Companys Registration Statement on Form S-11 with respect to its IPO is declared effective by the Commission. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Existing Holder means any Holder of Class A Common Shares as of the date hereof. Five Point Land means Five Point Land, LLC, a Delaware limited liability company f/k/a Newhall Land Development, LLC. Holders has the meaning set forth in the preamble to this Agreement. For purposes of this Agreement, (i) any Holder of OP Units shall be deemed to hold a number of Registrable Shares equal to the number of Class A Common Shares issuable in exchange for such OP Units, and (ii) any Holder of Hunters Point Units shall be deemed to hold a number of Registrable Shares equal to the number of Class A Common Shares issuable in exchange for the number of OP Units for which such Hunters Point Units are exchangeable pursuant to the Hunters Point LLC Agreement. Hunters Point Units means Class A units of membership interest in the Hunters Point Venture (or any other interests issued in respect of those units as a result of a unit split, combination, distribution or other recapitalization event applying to all such units). Hunters Point Venture means The Shipyard Communities, LLC, a Delaware limited liability company. Hunters Point LLC Agreement means the Second Amended and Restated Operating Agreement of The Shipyard Communities, LLC, to be entered into at the closing under the Contribution and Sale Agreement, as the same may be amended, modified or restated from time to time. Indemnified Party has the meaning set forth in Section 8 hereof. Indemnifying Party has the meaning set forth in Section 8 hereof. IPO has the meaning set forth in the recitals to this Agreement. Minimum Offering Condition means (i) with respect to any Demand Registration Notice, that the Holder or Holders delivering the Demand Registration Notice are requesting in such notice that the Company include in the Demand Registration Statement Shares of such Holders (or in the case of Holders of Units, that such Holders desire to sell Units to the Company as described in Section 3(b)) that, in the aggregate, have a value equal to or greater than Fifty Million Dollars ($50,000,000), based upon the Closing Price as of the last trad

Certain Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of April 5, 2017 (this Agreement), by and between PacWest Bancorp, a Delaware corporation (Parent), and CU Bancorp, a California corporation (the Company) (collectively hereinafter referred to as the Parties).

Certain Definitions. The following terms are used in this Agreement with the meanings set forth below: Acquisition Proposal means (A) any proposal, offer or inquiry with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or any of its Subsidiaries that if consummated, would result in any Person (or the stockholders of any Person) owning 15% or more of the total voting power of the Company or the surviving entity in a merger involving such party or the resulting parent company of such surviving entity and (B) any proposal or offer to acquire in any manner, directly or indirectly, 15% or more of the total voting power of any class of equity securities of the Company or those of any of its Subsidiaries or 15% or more of the Companys consolidated total assets (including equity securities of its Subsidiaries), in each case other than the transactions contemplated by this Agreement. Adjusted Shareholders Equity has the meaning set forth in Section 6.03(d). Advisors has the meaning set forth in Section 6.03(d). Affiliate means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by or is under common control with such Person. For purposes of this definition, control of a Person shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. Agreement means this Agreement, as amended or modified from time to time in accordance with Section 8.02. ALL has the meaning set forth in Section 4.02(v). Alternative Acquisition Agreement has the meaning set forth in Section 5.06(c)(i)(B). Anti-Bribery and Anti-Corruption Laws means the FCPA and all other applicable anti-bribery and anti-corruption Laws. Bank Merger has the meaning set forth in the Recitals to this Agreement. Bank Merger Certificate has the meaning set forth in Section 5.19. Bank Secrecy Act means the Currency and Foreign Transaction Reporting Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act and their implementing regulations. Bankruptcy and Equity Exception has the meaning set forth in Section 4.02(e). Benefit Plans has the meaning set forth in Section 4.02(n). Book-Entry Share has the meaning set forth in Section 3.01(a). Business Day means Monday through Friday of each week, except a legal holiday recognized as such by the United States federal government or any day on which banking institutions in the State of California are authorized or obligated to close. CA Agreement of Merger has the meaning set forth in Section 2.02. California Secretary means the Secretary of State of the State of California. Cash Consideration has the meaning set forth in Section 3.01(a). CDBO means the California Department of Business Oversight. Certificate has the meaning set forth in Section 3.01(a). Certificate of Merger has the meaning set forth in Section 2.02. CFC means the California Financial Code. Claim has the meaning set forth in Section 5.11(a). Closing has the meaning set forth in Section 2.02. Closing Date has the meaning set forth in Section 2.02. Closing Financial Statements has the meaning set forth in Section 5.15. Code means the Internal Revenue Code of 1986, as amended. Community Reinvestment Act means the Community Reinvestment Act of 1977, as amended. Company has the meaning set forth in the Preamble of this Agreement. Company 401(k) Plan has the meaning set forth in Section 5.12(d). Company Applicable Date has the meaning set forth in Section 4.02(g). Company Board means the board of directors of the Company. Company Board Recommendation has the meaning set forth in Section 5.04. Company Bylaws means the bylaws of the Company, as amended. Company Change of Recommendation has the meaning set forth in Section 5.06(c)(i)(A). Company Charter means the certificate of incorporation of the Company, as amended. Company Common Stock means the common stock, no par value per share, of the Company. Company Disclosure Schedule has the meaning set forth in Section 4.01. Company Equity Awards has the meaning set forth in Section 3.04(c). Company Loan Property has the meaning set forth in Section 4.02(p). Company Material Adverse Effect means any effect, circumstance, occurrence or change that is (i) material and adverse to the business, assets or deposit liabilities, properties, operations, results of operations, condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) that materially impairs the ability of the Company to consummate the Merger and the transactions contemplated hereby on a timely basis; provided, however, that none of the following effects, circumstances, occurrences or changes shall be considered when determining if a Company Material Adverse Effect

Certain Definitions from Exchange and Registration Rights Agreement

Certain Definitions. For purposes of this Exchange and Registration Rights Agreement, the following terms shall have the following respective meanings: Agreement shall mean this Exchange and Registration Rights Agreement. Base Indenture shall mean the Indenture dated as of November 20, 2015 among the Issuers and the Trustee. Base Interest shall mean the interest that would otherwise accrue on the Notes under the terms thereof and the Indenture, without giving effect to the provisions of this Agreement. broker-dealer shall mean any broker or dealer registered with the Commission under the Exchange Act. CCH II means CCH II, LLC, a Delaware limited liability company. CCOH Capital shall have the meaning assigned thereto in the introductory paragraph hereto. Charter shall mean Charter Communications Inc. a Delaware corporation. Charter Holdings shall mean Charter Communications Holdings, LLC, a Delaware limited liability company. Closing Date shall mean March 29, 2017. Commission shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose. Company shall have the meaning assigned thereto in the introductory paragraph hereto. Conduct Rules shall have the meaning assigned thereto in Section 3(e)(xix) hereof. Effective Time, in the case of (i) an Exchange Offer Registration, shall mean the time and date as of which the Commission declares the Exchange Offer Registration Statement effective or as of which the Exchange Offer Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective. Electing Holder shall mean any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(e)(ii) or 3(e)(iii) hereof. Exchange Act shall mean the Securities Exchange Act of 1934, or any successor thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from time to time. Exchange Date shall have the meaning assigned thereto in Section 2(a) hereof. Exchange Notes shall mean the senior notes issued by the Issuers under the Indenture substantially identical in all material respects to the Notes (and entitled to the benefits of the Indenture which shall be qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) hereof, to be issued to holders in exchange for Registrable Securities. Exchange Offer shall have the meaning assigned thereto in Section 2(a) hereof. Exchange Offer Registration shall have the meaning assigned thereto in Section 3(c) hereof. Exchange Offer Registration Statement shall have the meaning assigned thereto in Section 2(a) hereof. Exchanging Dealer shall have the meaning assigned thereto in Section 6(a) hereof. FINRA shall have the meaning assigned thereto in Section 3(e)(xix) hereof. holder shall mean, unless the context otherwise indicates, each of the Purchasers and other persons who acquire Registrable Securities from time to time (including, without limitation, any successors or assigns), in each case for so long as such person is a registered holder of any Registrable Securities. Indenture shall mean the Base Indenture, as supplemented by the Third Supplemental Indenture, as the same shall be amended or supplemented from time to time. Issuers shall have the meaning assigned thereto in the introductory paragraph hereto. Losses shall have the meaning assigned thereto in Section 6(d) hereof. Notes shall have the meaning assigned thereto in the introductory paragraph hereto and shall include any Notes issued in exchange therefor or in lieu thereof pursuant to the Indenture. Notice and Questionnaire shall mean a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A hereto. Parent Companies shall mean, collectively, (i) Charter, (ii) Charter Holdings, (iii) Charter Communications Holding Company, LLC, a Delaware limited liability company and (iv) CCH II. person shall mean a corporation, association, partnership, organization, limited liability company, business, individual, government or political subdivision thereof or governmental agency. Purchase Agreement shall mean the Purchase Agreement, dated March 9, 2017, among the Representatives and the Issuers, relating to the Notes. Purchasers shall mean the Purchasers named in Schedule I to the Purchase Agreement. Registrable Securities shall mean the Notes (and to the extent set forth in clause (i) of this definition and in Section 2(d) hereof, certain Exchange Notes); p

Certain Definitions from Registration Rights Agreement

This Registration Rights Agreement (the Agreement) is made and entered into as of February 22, 2017 by and among Resonant Inc., a Delaware corporation (the Company), and the investors identified on the signature pages hereto (each, including its successors and assigns, an Investor, and collectively, the Investors).

Certain Definitions. As used in this Agreement, the following terms shall have the following meanings: Business Day means any day other than a Saturday, Sunday or a day which is a Federal legal holiday in the U.S. Common Stock means the Companys common stock, par value $0.001 per share, and any securities into which such shares may hereinafter be reclassified. Prospectus means (i) the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and (ii) any free writing prospectus as defined in Rule 405 under the 1933 Act. Register, registered and registration refer to a registration made by preparing and filing a Registration Statement or similar document in compliance with the 1933 Act (as defined below), and the declaration or ordering of effectiveness of such Registration Statement or document. Registrable Securities means (i) the Shares, (ii) the Warrant Shares, and (iii) any other securities issued or issuable with respect to or in exchange for Registrable Securities, whether by merger, charter amendment or otherwise; provided, that the Shares and Warrant Shares held by an Investor shall not be Registrable Securities if such Investor has not completed and delivered to the Company a Selling Stockholder Questionnaire prior to the filing of the initial Registration Statement; and provided, further, that, an Investors security shall cease to be a Registrable Security upon the earliest to occur of the following: (A) sale of such security pursuant to a Registration Statement; or (B) such security becoming eligible for sale by the Investor pursuant to Rule 144 under the 1933 Act. Registration Statement means any registration statement of the Company filed under the 1933 Act (including a post-effective amendment to a previously filed registration statement) that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement. Required Investors means the Investors holding a majority of the Registrable Securities. SEC means the U.S. Securities and Exchange Commission. Selling Stockholder Questionnaire means a questionnaire in the form attached as Exhibit B hereto, or such other form of questionnaire as may reasonably be adopted by the Company from time to time. Shares means the shares of Common Stock issued pursuant to the Purchase Agreement. Warrant Shares means the shares of Common Stock issuable upon the exercise of warrants issued pursuant to the Purchase Agreement. 1933 Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 1934 Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Certain Definitions

in accordance with the provisions of Sections 151(g) and 103(d) of the Delaware General Corporation Law, this Certificate of Designations of Series B convertible preferred stock of the Corporation shall become effective at 11:57 p.m. Eastern Standard Time on February 9, 2017; and

Certain Definitions. As used herein with respect to the Series B Preferred Stock, the following terms shall have the following meanings: Affiliate of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term control (including the terms controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Board of Directors shall mean the Board of Directors of the Corporation or, with respect to any action to be taken by the Board of Directors, any committee of the Board of Directors duly authorized to take such action. Business Day means a day except a Saturday or Sunday or other day on which the banks in the city of Houston, Texas are authorized or required by applicable law to be closed. Common Stock means common stock of the Corporation, par value $0.01 per share. Fully Junior Stock means any Junior Stock over which the Series B Preferred Stock has preference and priority in the payment of dividends and in the distribution of assets on any liquidation (complete or partial), dissolution or winding up of the affairs of the Corporation. holder of shares of Series B Preferred Stock means the stockholder in whose name such Series B Preferred Stock is registered in the stock books of the Corporation. Junior Stock means the Common Stock and any other class or series of shares of the Corporation or any of its subsidiaries hereafter authorized over which the Series B Preferred Stock has preference or priority in the payment of dividends (including prohibiting any such dividends while any Series B Preferred Stock is outstanding) or in the distribution of assets on any liquidation (complete or partial), dissolution or winding up of the affairs of the Corporation or its subsidiaries. Officer means the Chairman of the Board of Directors, the Chief Executive Officer, the President, any Vice President, the Treasurer, the Secretary or any Assistant Secretary of the Corporation. Original Issue Date means November 23, 2016. Parity Stock means any class or series of shares of the Corporation (including Series B Preferred Stock) that have pari passu preference with the Series B Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation (complete or partial), dissolution or winding up of the affairs of the Corporation. Person means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity. Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Transfer Agent means Broadridge Corporate Issuer Solutions, Inc., acting as the Corporations duly appointed transfer agent, registrar, conversion agent and dividend disbursing agent for the Series B Preferred Stock. The Corporation may, in its sole discretion, remove the Transfer Agent with ten (10) days prior notice to the Transfer Agent; provided that the Corporation shall appoint as its successor a nationally recognized Transfer Agent who shall accept such appointment prior to the effectiveness of such removal.

Certain Definitions from Exchange and Registration Rights Agreement

CCO Holdings, LLC, a Delaware limited liability company (the Company), and CCO Holdings Capital Corp., a Delaware corporation (CCOH Capital and, together with the Company, the Issuers), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $1,000,000,000 aggregate principal amount of their 5.125% Senior Notes due 2027 (the Notes) on February 6, 2017. In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

Certain Definitions. For purposes of this Exchange and Registration Rights Agreement, the following terms shall have the following respective meanings: Agreement shall mean this Exchange and Registration Rights Agreement. Base Indenture shall mean the Indenture dated as of November 20, 2015 among the Issuers and the Trustee. Base Interest shall mean the interest that would otherwise accrue on the Notes under the terms thereof and the Indenture, without giving effect to the provisions of this Agreement. broker-dealer shall mean any broker or dealer registered with the Commission under the Exchange Act. CCH II means CCH II, LLC, a Delaware limited liability company. CCOH Capital shall have the meaning assigned thereto in the introductory paragraph hereto. Charter shall mean Charter Communications Inc. a Delaware corporation. Charter Holdings shall mean Charter Communications Holdings, LLC, a Delaware limited liability company. Closing Date shall mean February 6, 2017. Commission shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose. Company shall have the meaning assigned thereto in the introductory paragraph hereto. Conduct Rules shall have the meaning assigned thereto in Section 3(e)(xix) hereof. Effective Time, in the case of (i) an Exchange Offer Registration, shall mean the time and date as of which the Commission declares the Exchange Offer Registration Statement effective or as of which the Exchange Offer Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective. Electing Holder shall mean any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(e)(ii) or 3(e)(iii) hereof. Exchange Act shall mean the Securities Exchange Act of 1934, or any successor thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from time to time. Exchange Date shall have the meaning assigned thereto in Section 2(a) hereof. Exchange Notes shall mean the senior notes issued by the Issuers under the Indenture substantially identical in all material respects to the Notes (and entitled to the benefits of the Indenture which shall be qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) hereof, to be issued to holders in exchange for Registrable Securities. Exchange Offer shall have the meaning assigned thereto in Section 2(a) hereof. Exchange Offer Registration shall have the meaning assigned thereto in Section 3(c) hereof. Exchange Offer Registration Statement shall have the meaning assigned thereto in Section 2(a) hereof. Exchanging Dealer shall have the meaning assigned thereto in Section 6(a) hereof. FINRA shall have the meaning assigned thereto in Section 3(e)(xix) hereof. holder shall mean, unless the context otherwise indicates, each of the Purchasers and other persons who acquire Registrable Securities from time to time (including, without limitation, any successors or assigns), in each case for so long as such person is a registered holder of any Registrable Securities. Indenture shall mean the Base Indenture, as supplemented by the Third Supplemental Indenture, as the same shall be amended or supplemented from time to time. Issuers shall have the meaning assigned thereto in the introductory paragraph hereto. Losses shall have the meaning assigned thereto in Section 6(d) hereof. Notes shall have the meaning assigned thereto in the introductory paragraph hereto and shall include any Notes issued in exchange therefor or in lieu thereof pursuant to the Indenture. Notice and Questionnaire shall mean a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A hereto. Parent Companies shall mean, collectively, (i) Charter, (ii) Charter Holdings, (iii) Charter Communications Holding Company, LLC, a Delaware limited liability company and (iv) CCH II. person shall mean a corporation, association, partnership, organization, limited liability company, business, individual, government or political subdivision thereof or governmental agency. Purchase Agreement shall mean the Purchase Agreement, dated January 17, 2017, among the Representatives and the Issuers, relating to the Notes. Purchasers shall mean the Purchasers named in Schedule I to the Purchase Agreement. Registrable Securities shall mean the Notes (and to the extent set forth in clause (i) of this definition and in Section 2(d) hereof, certain Exchange Note