1934 Uses in Certain Definitions Clause

Certain Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into effective as of , 2017, among Hyperdynamics Corporation, a Delaware corporation (the Company), each of the persons who have executed omnibus or counterpart signature page(s) hereto (each, a Subscriber and, collectively, the Subscribers), and the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (collectively, the Brokers).

Certain Definitions. Capitalized terms used herein without definition have the meanings ascribed to them in the Subscription Agreement. As used in this Agreement, the following terms shall have the following respective meanings: Approved Market means OTC Markets Group, the OTC Bulletin Board, The Nasdaq Stock Market, the New York Stock Exchange or the NYSE Amex (in any listing or quotation tier of any of the foregoing). Blackout Period means, with respect to a registration, a period during which the Company, in the good faith judgment of its board of directors, determines (because of the existence of, or in anticipation of, any acquisition, financing activity, or other transaction involving the Company, or the unavailability for reasons beyond the Companys control of any required financial statements, disclosure of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company) that the registration and distribution of the Registrable Securities to be covered by such registration statement, if any, or the filing of an amendment to such registration statement in the circumstances described in Section 4(g), would be seriously detrimental to the Company and its stockholders, in each case commencing on the day the Company notifies the Holders that they are required, because of the determination described above, to suspend offers and sales of Registrable Securities and ending on the earlier of (1) the date upon which the material non-public information resulting in the Blackout Period is disclosed to the public or ceases to be material and (2) such time as the Company notifies the selling Holders that sales pursuant to such Registration Statement or a new or amended Registration Statement may resume; provided, however, that no Blackout Period shall extend for a period of more than fifteen (15) consecutive Trading Days (except for a Blackout Period arising from the filing of a post-effective amendment to the Registration Statement to update the prospectus therein to include the information contained in the Companys Annual Report on Form 10-K, which Blackout Period may extend for the amount of time reasonably required to respond to comments of the staff of the Commission (the Staff) on such amendment). Business Day means any day of the year, other than a Saturday, Sunday, or other day on which banks in the State of New York are required or authorized to close. Commission means the U. S. Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. Common Stock means the common stock, par value $0.001 per share, of the Company and any and all shares of capital stock or other equity securities of: (i) the Company which are added to or exchanged or substituted for the Common Stock by reason of the declaration of any stock dividend or stock split, the issuance of any distribution or the reclassification, readjustment, recapitalization or other such modification of the capital structure of the Company; and (ii) any other corporation, now or hereafter organized under the laws of any state or other governmental authority, with which the Company is merged, which results from any consolidation or reorganization to which the Company is a party, or to which is sold all or substantially all of the shares or assets of the Company, if immediately after such merger, consolidation, reorganization or sale, the Company or the stockholders of the Company own equity securities having in the aggregate more than 50% of the total voting power of such other corporation. Effective Date means the date of the initial closing of the Offering. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. Family Member means (a) with respect to any individual, such individuals spouse, any descendants (whether natural or adopted), any trust all of the beneficial interests of which are owned by any of such individuals or by any of such individuals together with any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, the estate of any such individual, and any corporation, association, partnership or limited liability company all of the equity interests of which are owned by those above described individuals, trusts or organizations and (b) with respect to any trust, the owners of the beneficial interests of such trust. Holder means (i) each Subscriber or any of such Subscribers respective successors and Permitted Assignees who acquire rights in accordance with this Agreement with respect to any Registrable Securities directly or indirectly from a Subscriber or from any Permitted Assignee, and (ii) each Broker or any of such Brokers respective successors and Permitted Assignees who acquire rights in accordance with this Agreement with respect to any Registrable Securities directly or indirectly from an Broker or from any Permitte

Certain Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into effective as of March 15, 2017, among Aerpio Pharmaceuticals, Inc., a Delaware corporation (the Company), the persons who have purchased the Offering Shares and have executed omnibus or counterpart signature page(s) hereto (each, a Purchaser and collectively, the Purchasers), the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (collectively, the Brokers), the persons or entities identified on Schedule 2 hereto holding Merger Shares and the persons or entities identified on Schedule 3 hereto holding Registrable Pre-Merger Shares. Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the Subscription Agreement.

Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings: Approved Market means the OTC Markets Group, the Nasdaq Stock Market, the New York Stock Exchange or the NYSE MKT. Blackout Period means, with respect to a registration, a period during which the Company, in the good faith judgment of its board of directors, determines (because of the existence of, or in anticipation of, any acquisition, financing activity, receipt of clinical trial results or other transaction involving the Company, or the unavailability for reasons beyond the Companys control of any required financial statements, disclosure of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company) that the registration and distribution of the Registrable Securities to be covered by such registration statement, if any, or the filing of an amendment to such registration statement in the circumstances described in Section 4(h), would be seriously detrimental to the Company and its stockholders, in each case commencing on the day the Company notifies the Holders that they are required, because of the determination described above, to suspend offers and sales of Registrable Securities and ending on the earlier of (1) the date upon which the material non-public information resulting in the Blackout Period is disclosed to the public or ceases to be material and (2) such time as the Company notifies the selling Holders that sales pursuant to such Registration Statement or a new or amended Registration Statement may resume; provided, however, that no Blackout Period shall extend for a period of more than thirty (30) consecutive Trading Days (except for a Blackout Period arising from the filing of a post-effective amendment to the Registration Statement to update the prospectus therein to include the information contained in the Companys Annual Report on Form 10-K, which Blackout Period may extend for the amount of time reasonably required to respond to comments of the staff of the Commission (the Staff) on such amendment) and aggregate Blackout Periods shall not exceed sixty (60) Trading Days in any twelve (12) month period. Business Day means any day of the year, other than a Saturday, Sunday, or other day on which banks in the State of New York are required or authorized to close. Commission means the U. S. Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. Common Stock means the common stock, par value $0.0001 per share, of the Company and any and all shares of capital stock or other equity securities of: (i) the Company which are added to or exchanged or substituted for the Common Stock by reason of the declaration of any stock dividend or stock split, the issuance of any distribution or the reclassification, readjustment, recapitalization or other such modification of the capital structure of the Company; and (ii) any other corporation, now or hereafter organized under the laws of any state or other governmental authority, with which the Company is merged, which results from any consolidation or reorganization to which the Company is a party, or to which is sold all or substantially all of the shares or assets of the Company, if immediately after such merger, consolidation, reorganization or sale, the Company or the stockholders of the Company own equity securities having in the aggregate more than 50% of the total voting power of such other corporation. Effective Date means the date of the final closing of the Offering. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. Family Member means (a) with respect to any individual, such individuals spouse, any descendants (whether natural or adopted), any trust all of the beneficial interests of which are owned by any of such individuals or by any of such individuals together with any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, the estate of any such individual, and any corporation, association, partnership or limited liability company all of the equity interests of which are owned by those above described individuals, trusts or organizations and (b) with respect to any trust, the owners of the beneficial interests of such trust. Holder means (i) each Purchaser or any of such Purchasers respective successors and Permitted Assignees who acquire rights in accordance with this Agreement with respect to any Registrable Securities directly or indirectly from a Purchaser or from any Permitted Assignee; (ii) each Broker or any of such Brokers respective successors and Permitted Assignees who acquire rights in accordance with this Agreement with respect to any Registrable Securities directly or indirectly from an Broker or from any Permitted Assignee; (iii) each Registrable Pre-Merger Stockholder; and (iv

Certain Definitions from Tender and Support Agreement

This TENDER AND SUPPORT AGREEMENT (this Agreement), dated as of March 12, 2017, is entered into by and among Ziv Aviram (Shareholder), Intel Corporation, a Delaware corporation (Parent), and Cyclops Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Buyer).

Certain Definitions. For the purposes of this Agreement, capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings ascribed to them in this Section 1, or if not defined in this Section 1, the respective meanings ascribed to them in the Purchase Agreement: Acquisition Agreement means a letter of intent, agreement-in-principle, definitive acquisition agreement or similar agreement that contemplates an Alternative Acquisition Proposal. Additional Owned Shares means all Shares that are beneficially owned by Shareholder or any of its controlled Affiliates and are acquired after the date hereof and prior to the termination of this Agreement. Affiliate has the meaning set forth in the Purchase Agreement; provided, however, that the Company shall not be deemed to be an Affiliate of Shareholder. beneficial ownership (and the related terms such as beneficially owned or beneficial owner) has the meaning set forth in Rule 13d-3 under the 1934 Act. Covered Shares means the Owned Shares and Additional Owned Shares. Equity Interests means any share of capital stock of the Company or any securities (including debt securities) convertible into, or exchangeable or exercisable for, any such shares of capital stock or any options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments obligating the Company to issue, transfer or sell any shares of capital stock or other equity interest in the Company, including Company Options and Company RSUs. Expiration Time means the time of the occurrence of the termination of this Agreement. Owned Shares means all Shares which are beneficially owned by Shareholder or any of its controlled Affiliates as of the date hereof. Permitted Transfer means (a) a Transfer of Covered Shares solely in connection with the payment of the exercise price and/or the satisfaction of any tax withholding obligations arising from the exercise of any Company Option, (b) the Transfer of Covered Shares with Parents prior written consent, (c) a Transfer (i) to any member of Shareholders immediate family or to a trust for the benefit of Shareholder or any member of Shareholders immediate family or (ii) upon the death of Shareholder pursuant to the terms of any trust or will of Shareholder or by the applicable Laws of intestate succession or (d) Transfers pursuant to any Rule 10b5-1 plan in effect as of the date of this Agreement, a summary of each of which is attached hereto as Exhibit A, and, provided that, for purpose of clause (c)(i), prior to the effectiveness of such Transfer, such transferee executes and delivers to Parent and Buyer a written agreement, in form and substance reasonably acceptable to Parent, to assume all of Shareholders obligations hereunder in respect of the securities subject to such Transfer and to be bound by the terms of this Agreement, with respect to the securities subject to such Transfer, to the same extent as Shareholder is bound hereunder and to make each of the representations and warranties hereunder in respect of the securities transferred as Shareholder shall have made hereunder (a Transfer Agreement). Transfer means, with respect to a Covered Share, the transfer, pledge, hypothecation, encumbrance, granting of a usufruct, assignment or other disposition (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise) of such Covered Share or the beneficial ownership thereof, the offer to make such a transfer or other disposition, and each option, agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. As a verb, Transfer shall have a correlative meaning.

Certain Definitions from Tender and Support Agreement

This TENDER AND SUPPORT AGREEMENT (this Agreement), dated as of March 12, 2017, is entered into by and among Amnon Shashua (Shareholder), Intel Corporation, a Delaware corporation (Parent), and Cyclops Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Buyer).

Certain Definitions. For the purposes of this Agreement, capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings ascribed to them in this Section 1, or if not defined in this Section 1, the respective meanings ascribed to them in the Purchase Agreement: Acquisition Agreement means a letter of intent, agreement-in-principle, definitive acquisition agreement or similar agreement that contemplates an Alternative Acquisition Proposal. Additional Owned Shares means all Shares that are beneficially owned by Shareholder or any of its controlled Affiliates and are acquired after the date hereof and prior to the termination of this Agreement. Affiliate has the meaning set forth in the Purchase Agreement; provided, however, that the Company shall not be deemed to be an Affiliate of Shareholder. beneficial ownership (and the related terms such as beneficially owned or beneficial owner) has the meaning set forth in Rule 13d-3 under the 1934 Act. Covered Shares means the Owned Shares and Additional Owned Shares. Equity Interests means any share of capital stock of the Company or any securities (including debt securities) convertible into, or exchangeable or exercisable for, any such shares of capital stock or any options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments obligating the Company to issue, transfer or sell any shares of capital stock or other equity interest in the Company, including Company Options and Company RSUs. Expiration Time means the time of the occurrence of the termination of this Agreement. Owned Shares means all Shares which are beneficially owned by Shareholder or any of its controlled Affiliates as of the date hereof. Permitted Transfer means (a) a Transfer of Covered Shares solely in connection with the payment of the exercise price and/or the satisfaction of any tax withholding obligations arising from the exercise of any Company Option, (b) the Transfer of Covered Shares with Parents prior written consent, (c) a Transfer (i) to any member of Shareholders immediate family or to a trust for the benefit of Shareholder or any member of Shareholders immediate family or (ii) upon the death of Shareholder pursuant to the terms of any trust or will of Shareholder or by the applicable Laws of intestate succession or (d) Transfers pursuant to any Rule 10b5-1 plan in effect as of the date of this Agreement, a summary of each of which is attached hereto as Exhibit A, and, provided that, for purpose of clause (c)(i), prior to the effectiveness of such Transfer, such transferee executes and delivers to Parent and Buyer a written agreement, in form and substance reasonably acceptable to Parent, to assume all of Shareholders obligations hereunder in respect of the securities subject to such Transfer and to be bound by the terms of this Agreement, with respect to the securities subject to such Transfer, to the same extent as Shareholder is bound hereunder and to make each of the representations and warranties hereunder in respect of the securities transferred as Shareholder shall have made hereunder (a Transfer Agreement). Transfer means, with respect to a Covered Share, the transfer, pledge, hypothecation, encumbrance, granting of a usufruct, assignment or other disposition (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise) of such Covered Share or the beneficial ownership thereof, the offer to make such a transfer or other disposition, and each option, agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. As a verb, Transfer shall have a correlative meaning.

Certain Definitions from Tender and Support Agreement

This TENDER AND SUPPORT AGREEMENT (this Agreement), dated as of March 12, 2017, is entered into by and among Ziv Aviram (Shareholder), Intel Corporation, a Delaware corporation (Parent), and Cyclops Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Buyer).

Certain Definitions. For the purposes of this Agreement, capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings ascribed to them in this Section 1, or if not defined in this Section 1, the respective meanings ascribed to them in the Purchase Agreement: Acquisition Agreement means a letter of intent, agreement-in-principle, definitive acquisition agreement or similar agreement that contemplates an Alternative Acquisition Proposal. Additional Owned Shares means all Shares that are beneficially owned by Shareholder or any of its controlled Affiliates and are acquired after the date hereof and prior to the termination of this Agreement. Affiliate has the meaning set forth in the Purchase Agreement; provided, however, that the Company shall not be deemed to be an Affiliate of Shareholder. beneficial ownership (and the related terms such as beneficially owned or beneficial owner) has the meaning set forth in Rule 13d-3 under the 1934 Act. Covered Shares means the Owned Shares and Additional Owned Shares. Equity Interests means any share of capital stock of the Company or any securities (including debt securities) convertible into, or exchangeable or exercisable for, any such shares of capital stock or any options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments obligating the Company to issue, transfer or sell any shares of capital stock or other equity interest in the Company, including Company Options and Company RSUs. Expiration Time means the time of the occurrence of the termination of this Agreement. Owned Shares means all Shares which are beneficially owned by Shareholder or any of its controlled Affiliates as of the date hereof. Permitted Transfer means (a) a Transfer of Covered Shares solely in connection with the payment of the exercise price and/or the satisfaction of any tax withholding obligations arising from the exercise of any Company Option, (b) the Transfer of Covered Shares with Parents prior written consent, (c) a Transfer (i) to any member of Shareholders immediate family or to a trust for the benefit of Shareholder or any member of Shareholders immediate family or (ii) upon the death of Shareholder pursuant to the terms of any trust or will of Shareholder or by the applicable Laws of intestate succession or (d) Transfers pursuant to any Rule 10b5-1 plan in effect as of the date of this Agreement, a summary of each of which is attached hereto as Exhibit A, and, provided that, for purpose of clause (c)(i), prior to the effectiveness of such Transfer, such transferee executes and delivers to Parent and Buyer a written agreement, in form and substance reasonably acceptable to Parent, to assume all of Shareholders obligations hereunder in respect of the securities subject to such Transfer and to be bound by the terms of this Agreement, with respect to the securities subject to such Transfer, to the same extent as Shareholder is bound hereunder and to make each of the representations and warranties hereunder in respect of the securities transferred as Shareholder shall have made hereunder (a Transfer Agreement). Transfer means, with respect to a Covered Share, the transfer, pledge, hypothecation, encumbrance, granting of a usufruct, assignment or other disposition (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise) of such Covered Share or the beneficial ownership thereof, the offer to make such a transfer or other disposition, and each option, agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. As a verb, Transfer shall have a correlative meaning.

Certain Definitions from Tender and Support Agreement

This TENDER AND SUPPORT AGREEMENT (this Agreement), dated as of March 12, 2017, is entered into by and among Amnon Shashua (Shareholder), Intel Corporation, a Delaware corporation (Parent), and Cyclops Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Buyer).

Certain Definitions. For the purposes of this Agreement, capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings ascribed to them in this Section 1, or if not defined in this Section 1, the respective meanings ascribed to them in the Purchase Agreement: Acquisition Agreement means a letter of intent, agreement-in-principle, definitive acquisition agreement or similar agreement that contemplates an Alternative Acquisition Proposal. Additional Owned Shares means all Shares that are beneficially owned by Shareholder or any of its controlled Affiliates and are acquired after the date hereof and prior to the termination of this Agreement. Affiliate has the meaning set forth in the Purchase Agreement; provided, however, that the Company shall not be deemed to be an Affiliate of Shareholder. beneficial ownership (and the related terms such as beneficially owned or beneficial owner) has the meaning set forth in Rule 13d-3 under the 1934 Act. Covered Shares means the Owned Shares and Additional Owned Shares. Equity Interests means any share of capital stock of the Company or any securities (including debt securities) convertible into, or exchangeable or exercisable for, any such shares of capital stock or any options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments obligating the Company to issue, transfer or sell any shares of capital stock or other equity interest in the Company, including Company Options and Company RSUs. Expiration Time means the time of the occurrence of the termination of this Agreement. Owned Shares means all Shares which are beneficially owned by Shareholder or any of its controlled Affiliates as of the date hereof. Permitted Transfer means (a) a Transfer of Covered Shares solely in connection with the payment of the exercise price and/or the satisfaction of any tax withholding obligations arising from the exercise of any Company Option, (b) the Transfer of Covered Shares with Parents prior written consent, (c) a Transfer (i) to any member of Shareholders immediate family or to a trust for the benefit of Shareholder or any member of Shareholders immediate family or (ii) upon the death of Shareholder pursuant to the terms of any trust or will of Shareholder or by the applicable Laws of intestate succession or (d) Transfers pursuant to any Rule 10b5-1 plan in effect as of the date of this Agreement, a summary of each of which is attached hereto as Exhibit A, and, provided that, for purpose of clause (c)(i), prior to the effectiveness of such Transfer, such transferee executes and delivers to Parent and Buyer a written agreement, in form and substance reasonably acceptable to Parent, to assume all of Shareholders obligations hereunder in respect of the securities subject to such Transfer and to be bound by the terms of this Agreement, with respect to the securities subject to such Transfer, to the same extent as Shareholder is bound hereunder and to make each of the representations and warranties hereunder in respect of the securities transferred as Shareholder shall have made hereunder (a Transfer Agreement). Transfer means, with respect to a Covered Share, the transfer, pledge, hypothecation, encumbrance, granting of a usufruct, assignment or other disposition (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise) of such Covered Share or the beneficial ownership thereof, the offer to make such a transfer or other disposition, and each option, agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. As a verb, Transfer shall have a correlative meaning.

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 from Stock Incentive Plan

Certain Definitions. In addition to the defined terms set forth elsewhere in this Plan, the terms set forth below, shall, when capitalized, have the following respective meanings. Agreement shall mean the written agreement evidencing an award hereunder between the Company and the recipient of such award. Award shall mean a Bonus Stock Award, Performance Share Award, Restricted Stock Award or a Restricted Stock Unit Award. Board shall mean the Board of Directors of the Company. Bonus Stock shall mean shares of Common Stock that are not subject to a Restriction Period or Performance Measures. Bonus Stock Award shall mean an award of Bonus Stock under this Plan. Cause shall mean the willful and continued failure to substantially perform the duties assigned by the Company (other than a failure resulting from the Participants Disability), the willful engaging in conduct which is demonstrably injurious to the Company or any Subsidiary, monetarily or otherwise, including conduct that, in the reasonable judgment of the Committee, no longer conforms to the standard of the Companys executives, any act of dishonesty, commission of a felony, or a significant violation of any statutory or common law duty of loyalty to the Company. Change in Control shall have the meaning set forth in Section 5.8(b). Code shall mean the Internal Revenue Code of 1986, as amended. Committee shall mean the Compensation Committee of the Board or a subcommittee thereof, or any other committee designated by the Board to administer this Plan, consisting of two or more members of the Board, each of whom shall be (i) a Non-Employee Director within the meaning of Rule 16b-3 under the Exchange Act, (ii) an outside director within the meaning of Section 162(m) of the Code, and (iii) an Independent Director within the meaning of the rules of the New York Stock Exchange. Common Stock shall mean the common stock, $.01 par value, of the Company. Disability Date shall mean the date on which a Participant becomes a Disabled Participant under the Ingredion Incorporated Retirement Savings Plan for Salaried Employees (the Ingredion Savings Plan) or a successor to such plan or any such similar plan containing a disability provision applicable to the Participant. If a Participant is not covered by the Ingredion Savings Plan or a similar plan containing a disability provision, the determination of whether the Participant has a Disability Date shall be made by the Committee by applying the provisions of the Ingredion Savings Plan as if the Participant were a participant of such plan or any similar plan that the Committee determines to be appropriate. Exchange Act shall mean the Securities Exchange Act of 1934, as amended. Fair Market Value shall mean the closing price of a share of Common Stock as reported in the New York Stock Exchange Composite Transactions on the date as of which such value is being determined or, if there shall be no reported transactions for such date, on the next preceding date for which transactions were reported; provided, however, that, in the case of the exercise of an Incentive Stock Option or Non-Statutory Stock Option through a broker, Fair Market Value for the purpose of tax withholding shall mean the sales price received for a share of Common Stock and, provided further, that Fair Market Value may be determined by the Committee by whatever other means or method as the Committee, in the good faith exercise of its discretion, shall at such time deem appropriate. Free-Standing SAR shall mean an SAR which is not granted in tandem with, or by reference to, an option, which entitles the holder thereof to receive, upon exercise, shares of Common Stock (which may be Restricted Stock), cash or a combination thereof with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of such SARs which are exercised. Incentive Stock Option shall mean an option to purchase shares of Common Stock which meets the requirements of Section 422 of the Code, or any successor provision, and which is intended by the Committee to constitute an Incentive Stock Option. Non-Statutory Stock Option shall mean an option to purchase shares of Common Stock that is not an Incentive Stock Option. Participant shall mean an individual who has been granted an Incentive Stock Option, a Non-Statutory Stock Option, an SAR, a Bonus Stock Award, a Performance Share Award, a Restricted Stock Award or a Restricted Stock Unit Award. Performance Measures shall mean the criteria and objectives, established by the Committee, which shall be satisfied or met (i) as a condition to the exercisability of all or a portion of an option or SAR, (ii) as a condition to the grant of a Stock Award or (iii) during the applicable Restriction Period or Performance Period as a condition to the holders receipt of Common Stock subject to a Restricted Stock Award, Restricted Stock Unit Award or a Performa

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

Certain Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is entered into as of February 2, 2017 by and among Farmland Partners Inc., a Maryland corporation (the Company), and each of the holders (collectively, the Holders and each individually, a Holder) of common units of limited partnership interest in Farmland Partners Operating Partnership, LP, a Delaware limited partnership (FPI OP), as set forth on Exhibit A hereto.

Certain Definitions. As used in this Agreement, in addition to the other terms defined herein, the following capitalized terms shall have the following meanings: Agreement shall have the meaning set forth in the preamble to this Agreement. Affiliate shall mean a Person that directly or indirectly though one or more intermediaries, controls, is controlled by, or is under common control with a specified Person. Common Stock shall have the meaning set forth in the recitals to this Agreement. Company shall have the meaning set forth in the preamble to this Agreement. Company Offering shall have the meaning set forth in Section 8 hereof. Contribution Agreement shall have the meaning set forth in the recitals to this Agreement. Exchange Act shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Holder or Holders shall have the meaning set forth in the preamble to this Agreement. Indemnitee shall have the meaning set forth in Section 5 hereof. NYSE shall mean the New York Stock Exchange. Offering Blackout Period shall have the meaning set forth in Section 8 hereof. Permitted Free Writing Prospectus shall have the meaning set forth in Section 3(b) hereof. Person shall mean any natural person, partnership, association, limited liability company, corporation, trust, or unincorporated organization, or other governmental or legal entity. Prospectus shall mean the prospectus included in the Registration Statement, including any preliminary prospectus (including any Permitted Free Writing Prospectus, as defined above), as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Shares (as defined below) covered by such Registration Statement, and by all other amendments and supplements to such prospectus, including post-effective amendments, and in each case including all material incorporated by reference therein. Registrable Shares shall mean the Shares and any shares of Common Stock or other securities issued or issuable in respect of Registrable Shares by way of spin-off, dividend or other distribution, stock split or in connection with a combination of shares, reclassification, merger, consolidation or reorganization; provided, however, that Registrable Shares shall not include (a) Shares for which the Registration Statement relating to the issuance and/or sale thereof has become effective under the Securities Act and which have been disposed of under such Registration Statement, (b) Shares sold pursuant to Rule 144, or (c) if, in the opinion of counsel reasonably acceptable to the Company and the Holders, Shares are eligible to be sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act and the Company has removed all transfer restrictions and legends with respect to the registration and prospectus delivery requirements for the consummation of such sale. Registration Expenses shall mean any and all expenses incident to the performance of or compliance with this Agreement, including without limitation: (i) all registration and filing fees; (ii) all fees and expenses associated with a required listing of the Registrable Shares on any securities exchange; (iii) all fees and expenses with respect to filings required to be made with the NYSE or any other securities exchange; (iv) all fees and expenses of compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for the holders of securities in connection with blue sky qualifications of the securities and determination of their eligibility for investment under the laws of such jurisdictions); (v) all printing expenses, messenger, telephone and delivery expenses; and (vi) all fees and disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses of any comfort letters or costs associated with the delivery by independent registered public accountants of a comfort letter or comfort letters); provided, however, that Registration Expenses shall not include, and the Company shall not have any obligation to pay, any underwriting fees, discounts, or commissions attributable to the sale of such Registrable Shares, or any legal fees and expenses of counsel to any Holder and any underwriter engaged by any Holder. Registration Statement shall mean any registration statement of the Company which covers the resale of any of the Registrable Shares under the Securities Act on an appropriate form, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all materials incorporated by reference therein. Rule 144 shall mean Rule 144 promulgated under the Securities Act (or any successor provision). SEC shall mean the Securities and Exchange Commission. Se