1934 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 Registration Rights Agreement

This Registration Rights Agreement (the Agreement) is made and entered into as of this 29th day of December, 2016, by and among RMG Networks Holding Corporation, a Delaware corporation (the Company), 2012 DOOH Investments LLC (DOOH Investments), DRW Commodities, LLC (DRW Commodities), and Childrens Trust C/U The Donald R. Wilson 2009 GRAT #1 (the Trust and together with DRW Commodities and DOOH Investments, the Standby Purchasers and each a Standby Purchaser). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement (as defined below) unless otherwise defined herein.

Certain Definitions. As used in this Agreement, the following terms shall have the following meanings: Additional Registrable Securities has the meaning specified in Section 2. Common Stock means the Companys common stock, par value $0.0001 per share, and any securities into which such shares may hereinafter be reclassified. Existing Agreements means (i) those two Registration Rights Agreements, each dated as of April 8, 2013, among the Company and the parties set forth on the applicable Schedule of Stockholders attached thereto, (ii) the Investor Rights Agreement, dated as of April 19, 2013, by and among the Company and the parties set forth on Schedule A thereto, (iii) the Registration Rights Agreement, dated as of April 19, 2013, between the Company and DRW Commodities, LLC, and (iv) the Registration Rights Agreement, dated as of March 25, 2015, by and among the Company and certain stockholders of the Company identified therein. Holder means a Standby Purchaser or any transferee or assignee of a Standby Purchaser to whom a Standby Purchaser assigns its rights under this Agreement in accordance with Section 7(c), and any subsequent transferee or assignee to whom a transferee or assignee further assigns its rights under this Agreement in accordance with Section 7(c). Initial Registrable Securities means (i) the Legacy Shares, (ii) the Warrants, (iii) the Warrant Shares, (iv) the Standby Shares and (v) any other securities issued or issuable with respect to or in exchange for the Legacy Shares, the Warrants, the Warrant Shares or the Standby Shares, whether by merger, dividend, recapitalization, exchange, adjustment, charter amendment, similar event or otherwise. Legacy Shares means all shares of Common Stock held by the Standby Purchasers as of the date hereof. Prospectus means (i) any prospectus (preliminary or final) included in any Registration Statement or any Existing Registration (as defined below), 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 or Existing Registration 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. Purchase Agreement means the Standby Purchase Agreement, dated as of November 30, 2016, among the Company and each Standby Purchaser. 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 the Initial Registrable Securities, and the Additional Registrable Securities; provided, that, a security shall cease to be a Registrable Security upon sale pursuant to a Registration Statement or Rule 144 under the 1933 Act. Registration Statement means any registration statement of the Company filed 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 to, and all material incorporated by reference in, such Registration Statement. Required Holders means the Holders beneficially owning a majority of the Registrable Securities. SEC means the U.S. Securities and Exchange Commission. Standby Shares means all shares of Common Stock issued to the Holders in connection with the Rights Offering, including all shares of Common Stock issued to each Holder pursuant to such Holders exercise of the Rights, pursuant to the Purchase Agreement or otherwise. Warrants means the warrants to purchase an aggregate of 2,533,333 shares of Common Stock (subject to adjustment) held by DOOH Investments as of the date hereof. Warrant Shares means all shares of Common Stock issued or issuable upon exercise of the Warrants, together with any additional shares of Common Stock that become issuable upon exercise of such warrants due to any adjustment required by the terms thereof (including as a result of the Rights Offering). 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 from Amended and Restated Registration Rights Agreement

This Amended and Restated Registration Rights Agreement (the Agreement), dated as of December 19, 2016, is by and among Fuse Medical, Inc., a Delaware corporation (the Company), Reeg Medical Industries, Inc., a Texas corporation (Reeg Medical), and NC 143 Family Holdings, LP, a Texas limited partnership (NC 143 and, together with Reeg Medical, the Investors).

Certain Definitions. As used in this Agreement, the following terms shall have the following meanings: 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. Allowed Delay shall have the meaning set forth in Section 2(e)(ii) of this Agreement. Business Day means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business. Common Stock means shares of the Companys common stock, par value $0.01, and any securities into which such shares may hereinafter be reclassified. Company Registration means a registration statement to be filed by the Company with respect to any of its equity securities for its own account (other than a registration statement on Form S-4 or S-8 or any successor or substantially similar form). Form S-1 means a Form S-1 Registration Statement under the 1933 Act, or any successor or substantially similar form. Form S-3 means a Form S-3 Registration Statement under the 1933 Act, or any successor or substantially similar form. Investors means, in addition to such Investors as defined in the Preamble to this Agreement, a permitted transferee of any such Investor who is a subsequent holder of Registrable Securities and who executes and delivers to the Company a joinder to this Agreement. The Investors are individually referred to herein as an Investor. Other Holder Demand Rights means the rights of any holder of Company securities, other than the Investors, having a contractual right to require the Company to effect a registration of Company securities held by such holder. Other Holder Piggyback Rights means the rights of any holder of Company securities, other than the Investors, having contractual piggy-back registration rights entitled to participate in a registration. Prospectus means 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 or deemed to be incorporated by reference in such prospectus which is permitted to be so incorporated by reference in accordance with the rules and regulations of the SEC. 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 or Registrable Security means (i) the shares of Common Stock issued to the Investors in connection with the Purchase Agreement and (ii) any securities issued or issuable with respect to such securities by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization with respect to any of the securities referenced in clause (i); provided that securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the 1933 Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, and new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company; (c) such securities shall have ceased to be outstanding; or (d) such securities are salable within a three-month period under Rule 144 without regard to any volume limitations under Rule 144. Registration shall mean any Demand Registration or Piggy-Back Registration. Registration Statement means any registration statement of the Company filed 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, and all exhibits to and all material incorporated by reference or deemed to be incorporated by reference in such Registration Statement. SEC means the U.S. Securities and Exchange Commission. Underwriter means a securities dealer, investment banker, or purchasers agent who purchases any Registrable Securities as principal in an underwritten offering and not as part of such securities dealers market-making activities. 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 from Exchange and Registration Rights Agreement

Petroleos Mexicanos (the Issuer), a productive state-owned company of the Federal Government of the United Mexican States (Mexico), proposes to issue and sell to you (collectively, the Purchasers) upon the terms set forth in the Terms Agreement (as defined herein) its 4.625% Notes due 2023 (the 2023 Notes) and its 6.750% Bonds due 2047 (the 2047 Bonds), which are jointly and severally guaranteed by Pemex Exploracion y Produccion, Pemex Transformacion Industrial, Pemex Perforacion y Servicios, Pemex Logistica and Pemex Cogeneracion y Servicios (each a Guarantor and, collectively, the Guarantors), each of which is a productive state-owned company of the Federal Government of Mexico. As an inducement to the Purchasers to enter into the Terms Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Issuer agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as f

Certain Definitions. For purposes of this Exchange and Registration Rights Agreement, the following terms shall have the following respective meanings: Additional Interest shall have the meaning assigned thereto in Section 2(c) hereof. Advice shall have the meaning assigned thereto in Section 3(h) hereof. Agreement shall mean this Exchange and Registration Rights Agreement. Base Interest shall mean the interest that would otherwise accrue on the Securities under the terms thereof and the Indenture, without giving effect to the provisions of this Agreement. The term broker-dealer shall mean any broker or dealer registered with the Commission under the Exchange Act. 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. Distribution Agreement shall mean the Distribution Agreement, dated as of January 27, 2009, among the Issuer and the Agents named therein, as amended and supplemented by (i) Amendment No. 1 to the Distribution Agreement, dated January 31, 2014, among the Issuer and the Agents and (ii) Amendment No. 2 to the Distribution Agreement, dated January 22, 2015, among the Issuer and the Agents. Effective Time in the case of (i) an Exchange 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 who has returned a completed and signed Notice and Questionnaire to the Issuer in accordance with Section 3(d)(ii) hereof. Event Date shall have the meaning assigned thereto in Section 2(c) hereof. Exchange Act shall mean the Securities Exchange Act of 1934, or any successor thereto, as the same shall be amended from time to time. Exchange Offer Registration Statement shall have the meaning assigned thereto in Section 2(a) hereof. Exchange Offers shall have the meaning assigned thereto in Section 2(a) hereof. Exchange Registration shall have the meaning assigned thereto in Section 3(c) hereof. Exchange Securities shall have the meaning assigned thereto in Section 2(a) hereof. Guaranties shall have the meaning assigned thereto in the definition of Securities in this Section 1. Guarantor shall have the meaning assigned thereto in the first paragraph hereof. Guaranty Agreement shall have the meaning assigned thereto in the definition of Securities in this Section 1. holder shall mean a Purchaser and any other person who acquires Registrable Securities from time to time (including any successors or assigns), in each case for so long as such person owns any Registrable Securities. Indenture shall mean the Indenture, dated as of January 27, 2009, between the Issuer and the Trustee, as supplemented by: (i) the first supplemental indenture dated as of June 2, 2009 among the Issuer and Deutsche Bank AG, London Branch, as international paying and authenticating agent; (ii) the second supplemental indenture dated as of October 13, 2009 among the Issuer, the Trustee, Credit Suisse AG, as principal Swiss paying agent and authenticating agent, and BNP Paribas (Suisse) S.A., as Swiss paying agent; (iii) the third supplemental indenture dated as of April 10, 2012 among the Issuer, the Trustee and Credit Suisse AG, as Swiss paying agent and authenticating agent; (iv) the fourth supplemental indenture dated as of June 24, 2014 between the Issuer and the Trustee; (v) the fifth supplemental indenture dated as of October 15, 2014 between the Issuer and the Trustee; (vi) the sixth supplemental indenture dated as of December 8, 2015 among the Issuer, the Trustee, BNP Paribas (Suisse) S.A., as principal Swiss paying agent and authenticating agent and Credit Suisse AG, as Swiss paying agent; and (vii) the seventh supplemental indenture dated as of June 14, 2016 among the Issuer, the Trustee, Credit Suisse AG, as principal Swiss paying agent and authenticating agent, and UBS AG, as Swiss paying agent, and as the same shall be further amended from time to time. Issuer shall have the meaning assigned thereto in the first paragraph hereof. Mexico shall have the meaning assigned thereto in the first paragraph hereof. Notice and Questionnaire shall mean a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A hereto. The term person shall mean a corporation, association, partnership, organization, business, individual, government or political subdivision thereof or governmental agency. Purchasers shall have the meaning assigned thereto in the first paragraph hereof. Registrable Securities shall mean

Certain Definitions from Exchange and Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into by and among Petroleos Mexicanos (the Issuer), a productive state-owned company of the Federal Government of the United Mexican States (Mexico), and Barclays Capital Inc., Citigroup Global Markets Inc. and HSBC Securities (USA) Inc. (together, the Dealer Managers and each, a Dealer Manager).

Certain Definitions. For purposes of this Exchange and Registration Rights Agreement, the following terms shall have the following respective meanings: Additional Interest shall have the meaning assigned thereto in Section 2(c) hereof. Advice shall have the meaning assigned thereto in Section 3(h) hereof. Agreement shall have the meaning assigned thereto in the first paragraph hereof. Base Interest shall mean the interest that would otherwise accrue on the Securities under the terms thereof and the Indenture, without giving effect to the provisions of this Agreement. The term broker-dealer shall mean any broker or dealer registered with the Commission under the Exchange Act. 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. Distribution Agreement shall mean the Distribution Agreement, dated as of January 27, 2009, among the Issuer and the Agents named therein, as amended and supplemented by (i) Amendment No. 1 to the Distribution Agreement, dated January 31, 2014, among the Issuer and the Agents and (ii) Amendment No. 2 to the Distribution Agreement, dated January 22, 2015, among the Issuer and the Agents. Dealer Manager Agreement shall mean the Dealer Manager Agreement, dated as of September 13, 2016, among the Dealer Managers and the Issuer relating to the Securities. Dealer Managers shall have the meaning assigned thereto in the first paragraph hereof. Effective Time in the case of (i) an Exchange 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 who has returned a completed and signed Notice and Questionnaire to the Issuer in accordance with Section 3(d)(ii) hereof. Event Date shall have the meaning assigned thereto in Section 2(c) hereof. Exchange Act shall mean the Securities Exchange Act of 1934, or any successor thereto, as the same shall be amended from time to time. Exchange Offer Registration Statement shall have the meaning assigned thereto in Section 2(a) hereof. Exchange Offer Securities shall have the meaning assigned thereto in the second paragraph hereof. Exchange Offers shall have the meaning assigned thereto in Section 2(a) hereof. Exchange Registration shall have the meaning assigned thereto in Section 3(c) hereof. Exchange Securities shall have the meaning assigned thereto in Section 2(a) hereof. Guaranties shall have the meaning assigned thereto in the definition of Securities in this Section 1. Guarantor shall have the meaning assigned thereto in the second paragraph hereof. Guaranty Agreement shall have the meaning assigned thereto in the definition of Securities in this Section 1. holder shall mean any person who acquires Registrable Securities from time to time (including any successors or assigns), in each case for so long as such person owns any Registrable Securities. Indenture shall mean the Indenture, dated as of January 27, 2009, between the Issuer and the Trustee, as supplemented by: (i) the first supplemental indenture dated as of June 2, 2009 among the Issuer and Deutsche Bank AG, London Branch, as international paying and authenticating agent; (ii) the second supplemental indenture dated as of October 13, 2009 among the Issuer, the Trustee, Credit Suisse AG, as principal Swiss paying agent and authenticating agent, and BNP Paribas (Suisse) S.A., as Swiss paying agent; (iii) the third supplemental indenture dated as of April 10, 2012 among the Issuer, the Trustee and Credit Suisse AG, as Swiss paying agent and authenticating agent; (iv) the fourth supplemental indenture dated as of June 24, 2014 between the Issuer and the Trustee; (v) the fifth supplemental indenture dated as of October 15, 2014 between the Issuer and the Trustee; (vi) the sixth supplemental indenture dated as of December 8, 2015 among the Issuer, the Trustee, BNP Paribas (Suisse) S.A., as principal Swiss paying agent and authenticating agent and Credit Suisse AG, as Swiss paying agent; and (vii) the seventh supplemental indenture dated as of June 14, 2016 among the Issuer, the Trustee, Credit Suisse AG, as principal Swiss paying agent and authenticating agent, and UBS AG, as Swiss paying agent, and as the same shall be further amended from time to time. Issuer shall have the meaning assigned thereto in the first paragraph hereof. Mexico shall have the meaning assigned thereto in the first paragraph hereof. New 2023 Notes shall have the meaning assigned thereto in the second paragraph hereof. New 2047 Bonds sha

Certain Definitions from Stockholders Agreement

THIS STOCKHOLDERS AGREEMENT (this Agreement) is made and entered into as of November 9, 2016, by and among Smart Sand, Inc., a Delaware corporation (the Company), and each of Clearlake Capital Partners II (Master), L.P., a Delaware limited partnership (Clearlake), and Keystone Cranberry, LLC, a Pennsylvania limited liability company (Keystone and Clearlake, each a Principal Stockholder). This Agreement shall become effective (the Effective Date) upon the closing of the Companys initial public offering of shares of its common stock, par value $0.001 per share (the Common Stock).

Certain Definitions. As used in this Agreement, the following terms have the following meanings: Affiliate means, with respect to any person, any other person controlled by, controlling or under common control with such person; provided that the Company and its Subsidiaries shall not be deemed to be Affiliates of either of the Principal Stockholders. As used herein, control (including, with its correlative meanings, controlling, controlled by and under common control with) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities, by contract or otherwise). Beneficially Own means that a specified person has or shares the right, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to vote shares of capital stock of the Company. Board means the board of directors of the Company. Change of Control means (i) the sale or disposition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis to any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), other than to either of the Principal Stockholder or their respective Affiliates; or (ii) any transaction or series of related transactions (including, but not limited to, a merger or consolidation) that results in any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), other than either of the Principal Stockholders and their respective Affiliates, acquiring shares of Common Stock or other equity interest of the Company that represent more than 50% of the total voting power of the Company (or any resulting company after such transaction). Subsidiary or Subsidiaries of any person means any corporation, partnership, joint venture or other legal entity of which such person (either alone or through or together with any other person), owns, directly or indirectly, 50% or more of the stock or other equity interests which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

Certain Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of November 2, 2016 (this Agreement), by and between BAY BANKS OF VIRGINIA, INC. (Bay Banks) and VIRGINIA BANCORP INC. (Virginia BanCorp).

Certain Definitions. The following terms are used in this Agreement with the meanings set forth below: Acquisition Agreement has the meaning set forth in Section 9.03(a). Acquisition Proposal means any tender or exchange offer, proposal for a merger, consolidation or other business combination involving Bay Banks or Virginia BanCorp or any of their Significant Subsidiaries or any proposal or offer to acquire equity interests representing 24.99% or more of the voting power of, or at least 24.99% of the assets or deposits of, Bay Banks or Virginia BanCorp or any of their Significant Subsidiaries, other than the transactions contemplated by this Agreement. Agreement has the meaning set forth in the preamble to this Agreement. Bank Merger has the meaning set forth in Section 3.01(a). Bank Merger Agreement means the Agreement and Plan of Merger of Virginia Commonwealth Bank with and into Bank of Lancaster, attached as Exhibit B. Bank Merger Effective Date has the meaning set forth in Section 3.02. Bank of Lancaster means Bank of Lancaster, a commercial bank chartered under the laws of Virginia and a wholly owned direct subsidiary of Bay Banks. Bay Banks has the meaning set forth in the preamble to this Agreement. Bay Banks Board means the Board of Directors of Bay Banks. Bay Banks Bylawsmeans the Bylaws of Bay Banks, as amended. Bay Banks Certificate means the Articles of Incorporation of Bay Banks, as amended. Bay Banks Common Stock means the common stock, par value $5.00 per share, of Bay Banks. Bay Banks Directors has the meaning set forth in Section 2.01(d). Bay Banks Disclosure Schedule has the meaning set forth in Section 6.01. Bay Banks Financial Statements has the meaning set forth in Section 6.03(i). Bay Banks Meeting has the meaning set forth in Section 7.02(a). Bay Banks Stock Options has the meaning set forth in Section 5.01(b). BHC Act has the meaning set forth in Section 6.03(b). Book-Entry Shares has the meaning set forth in Section 4.04(a). Code has the meaning set forth in the recitals. Compensation and Benefit Plans means all existing bonus, incentive, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock, stock option, severance, welfare and fringe benefit plans, employment or severance agreements and all similar practices, policies and arrangements in which any current or former employee, current or former consultant or current or former director participates or to which any such employees, consultants or directors are a party. Confidentiality Agreement means that certain confidentiality agreement between Bay Banks and Virginia BanCorp dated July 11, 2016. Disclosure Schedules has the meaning set forth in Section 6.01. Dissenting Shares has the meaning set forth in Section 2.04. DOL has the meaning set forth in Section (i)(iii) of Exhibit C to this Agreement. Effective Date has the meaning set forth in Section 2.02. Effective Time means the effective time of the Merger, as provided for in Section 2.02. Environmental Laws means all applicable local, state and federal environmental, health and safety laws and regulations, including, without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation, and Liability Act, the Clean Water Act, the Federal Clean Air Act, and the Occupational Safety and Health Act, each as amended, regulations promulgated thereunder, and state counterparts. ERISA means the Employee Retirement Income Security Act of 1974, as amended. ERISA Affiliate has the meaning set forth in Section (i)(iv) of Exhibit C to this Agreement. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. Exchange Agent means Continental Stock Transfer and Trust. Exchange Fund has the meaning set forth in Section 4.04(a). Exchange Ratio has the meaning set forth in Section 4.01. FDIC has the meaning set forth in Section 6.03(d). Fee has the meaning set forth in Section 9.03(a). GAAP means United States generally accepted accounting principles as in effect from time to time, consistently applied. Governmental Authority means any court, administrative agency or commission or other federal, state or local governmental authority or instrumentality. Indemnified Party has the meaning set forth in Section 7.09(a). Insurance Amount has the meaning set forth in Section 7.09(a). Intellectual Property has the meaning set forth in Section (v) of Exhibit C to the Agreement. IRS has the meaning set forth in Section (g)(ii) of Exhibit C to this Agreement. Lien means any charge, mortgage, pledge, security interest, restriction, claim, lien, or encumbrance. Loans has the meaning set forth in Section (u) of Exhibit C to this Agreement. Material Adverse Effect means, with respect to Virginia BanCorp or Bay Banks, any event, change, effect, development, state of facts, condition, circumstances or occurrence that, individually or in the a

Certain Definitions from Registration Rights Agreement

This Registration Rights Agreement (the Agreement) is made and entered into as of this 4th day of November, 2016 by and among Clean Diesel Technologies, 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 $0.01 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 and (ii) any other securities issued or issuable with respect to or in exchange for Registrable Securities, whether by merger, charter amendment or otherwise; provided, 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 without regard to the holding period or volume limitations thereunder. 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. 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 from Amended and Restated Governance Agreement

This Second Amended and Restated Governance Agreement (this Agreement) is made as of November 1, 2016, by and among IAC/InterActiveCorp, a Delaware corporation (IAC or the Company), Mr. Barry Diller (Mr. Diller) and the persons signatory hereto (each, a Diller Party and, collectively with Mr. Diller, the Diller Parties) and shall be effective as of the Effective Date.

Certain Definitions. As used in this Agreement, the following terms have the following respective meanings: Affiliate means with respect to any person, any other person, directly or indirectly, controlling, controlled by or under common control with such person. For purposes of the foregoing definition, the term controls, is controlled by, or is under common control with means 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. At-the-Market Transaction means a Transfer by a Diller Party of any share of Class B Common Stock to a Third Party at a price per share of Class B Common Stock that is no higher than the greater of (x) the last closing sale price of a share of the Common Stock on the NASDAQ (or the principal securities exchange or principal securities market on which the Common Stock is then listed or traded) (the Market Price) on the last trading day immediately preceding the date that a definitive agreement is entered into with regard to such Transfer and (y) the Market Price on the last trading day immediately preceding the date that such Transfer is completed. beneficial owner (including, with correlative meanings, the terms beneficially own and beneficial ownership) has the meaning ascribed to such term in Rule 13d-3 under the Exchange Act. Charitable Organization means an entity that is exempt from taxation under Section 501(c)(3) or Section 501(c)(4) of the United States Internal Revenue Code of 1986, as amended (or any successor provisions thereto) (whether a determination letter with respect to such successors exemption is issued before, at or after the relevant determination date), and further includes any successor entity of similar status. Covered Transaction means (x) with respect to the Company (i) an acquisition of beneficial ownership by a Third Party of shares of Capital Stock of the Company (or of the voting equity of a corporation that the Company merges with or into or of the parent of such a corporation) that would entitle the Third Party to exercise or control, directly or indirectly, more than fifty percent (50%) of the total voting power of the outstanding voting securities (which excludes the Class C Common Stock) of the Company (or of the surviving corporation in a merger with or into the Company or of its parent resulting from such a transaction) by means of any transaction or series of transactions (including any reorganization, merger, consolidation, joint venture, share transfer, tender offer, exchange offer or similar transaction) or (ii) a sale, lease or other disposition in any transaction or series of transactions of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole; or (y) with respect to the Companys Capital Stock, any transaction or series of transactions by Mr. Diller, his Family Members and/or Family Entities that, directly or indirectly, would result in a Third Party owning at least twenty-five percent (25%) of the total voting power of the Companys outstanding voting securities (which excludes the Class C Common Stock), other than an At-the-Market Transaction. Disinterested Director means a member of the Board who does not have, directly or indirectly, a pecuniary or personal interest in the transaction to be approved, other than as a holder of Common Stock or Class C Common Stock. Equity Securities means the equity securities of the Company calculated on a Common Stock equivalent basis (with each share of Class C Common Stock counted as one share of Common Stock for purposes of such calculation), including all outstanding shares of any class of Capital Stock and those shares issuable upon exercise, conversion or redemption of other securities of the Company not otherwise included in this definition. Exchange Act means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Family Entity means (x) those entities identified on Schedule 1 and (y) any general or limited partnership, corporation, limited liability company, trust or other legal entity that is, at all times during the term of this Agreement, wholly owned, directly or indirectly, by, or as to which the sole beneficiaries of any shares of Capital Stock held by such entity are, Mr. Diller and/or one or more Family Members (provided that any private foundation or Charitable Organization to which no person other than Mr. Diller and/or his Family Members is an investment advisor shall be permitted to be an additional beneficiary of shares of Capital Stock without violating such requirement, it being understood that no such private foundation or Charitable Organization may constitute a Family Entity and that nothing in this proviso shall exclude any Transfer to a private foundation or Charitable Organization from the provisions of Sections 2 and 4 of this Agreement). Family Member means, with respect to Mr. Diller, the spo

CERTAIN DEFINITIONS from Assignment Agreement

This Assignment Agreement, dated as of November 4, 2016, (this Agreement), is by and between Barry Diller, an individual (Diller), and Liberty Expedia Holdings, Inc., a Delaware corporation (Splitco).

CERTAIN DEFINITIONS. As used in this Agreement, the following terms have the respective meanings set forth below. Agreement has the meaning set forth in the Preamble. Amended Stockholders Agreement means the Stockholders Agreement, as amended by the Stockholders Agreement Assignment and the Stockholders Agreement Amendment. Assignment has the meaning set forth in Section 2(a)(i). Beneficial Owner and Beneficial Ownership has the meaning given such term in Rule 13d-3 under the Exchange Act and a Persons beneficial ownership of Common Shares or any shares of Capital Stock of Expedia which are then entitled to vote generally in the election of directors shall be calculated in accordance with the provisions of such Rule; provided, however, that for purposes of determining beneficial ownership, (i) a Person shall be deemed to be the beneficial owner of any Equity which may be acquired by such Person (disregarding any legal impediments to such beneficial ownership), whether within sixty (60) days or thereafter, upon the conversion, exchange or exercise of any warrants, options, rights or other securities issued by Expedia and (ii) no Person shall be deemed to beneficially own any Equity solely as a result of such Persons execution of any Transaction Instrument (including by virtue of holding a proxy with respect to any shares) or such Persons filing of any reports, forms or schedules with the Securities and Exchange Commission in connection with any of the matters contemplated hereby or thereby, it being understood that for purposes of this definition Diller does not Beneficially Own the Common Shares subject to the Splitco Proxy. Business Day means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York. Capital Stock means, with respect to any Person at any time, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of capital stock, partnership interests (whether general or limited) or equivalent ownership interests in or issued by such Person. Certificate means the Amended and Restated Certificate of Incorporation of Splitco, as in effect at the Effective Time (as the same may be amended from time to time). Common Shares has the meaning set forth in the Stockholders Agreement. Covered Shares has the meaning ascribed to such term in the Malone Proxy. Diller has the meaning set forth in the Preamble. Effective Time has the meaning set forth in the Transaction Agreement. Equity has the meaning given such term in the Amended Stockholders Agreement. Exchange Act means the Securities Exchange Act of 1934, as amended. Expedia means Expedia, Inc., a Delaware corporation, and any successor by merger, consolidation or other business combination. Expedia Reimbursement Agreement has the meaning set forth in the Transaction Agreement. Governance Agreement has the meaning set forth in the Recitals. Governance Agreement Assignment has the meaning set forth in the Recitals. Group shall have the meaning assigned to it in Section 13(d)(3) of the Exchange Act. Letter Agreement means that certain letter agreement from Diller to Liberty, to be delivered in connection with the Split-Off pursuant to the last sentence of Section 5.1 of the Stockholders Agreement. Liberty has the meaning set forth in the Recitals. Malone has the meaning set forth in the Recitals. Malone Group has the meaning set forth in the Recitals. Malone Proxy has the meaning set forth in the Recitals. Mrs. Malone has the meaning set forth in the Recitals. Person means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivisions thereof or any Group comprised of two or more of the foregoing. Proxy Swap Termination Date has the meaning assigned to it in the Transaction Agreement. Splitco has the meaning set forth in the Preamble. Splitco Bylaws means the amended and restated bylaws of Splitco as in effect at the Effective Time, as the same may be amended from time to time in compliance with the Certificate and such bylaws. Splitco Proxy has the meaning set forth in the Recitals. Split-Off has the meaning set forth in the Recitals. Splitco Stockholder Group means Splitco and those Subsidiaries (as defined in the Amended Stockholders Agreement) of Splitco that, from time to time, hold Equity subject to the Amended Stockholders Agreement. Stockholders Agreement has the meaning set forth in the Recitals. Stockholders Agreement Amendment has the meaning set forth in the Recitals. Stockholders Agreement Assignment has the meaning set forth in the Recitals. Transaction Agreement has the meaning set forth in the Recitals. Transaction Instrument means any of this Agreement, the Certificate, the Splitco Bylaws, the Malone Proxy, the Stockholders Agreement, the Stockholders Agreement Assign