2010 Uses in Certain Terms Defined Clause

Certain Terms Defined from Agreement and Plan of Merger Among

This AGREEMENT AND PLAN OF MERGER ("Agreement"), dated April 22, 2015 ("Signing Date"), is among BSREP II Aries Pooling LLC, a Delaware limited liability company ("Parent"), BSREP II Aries DE Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent ("Merger Sub"), and Associated Estates Realty Corporation, an Ohio corporation (the "Company").

Certain Terms Defined. Each of the following terms has the meaning set forth below for purposes of this Agreement:"Acceptable Confidentiality Agreement" means any confidentiality agreement that contains customary confidentiality and standstill provisions, in each case, not less favorable to the Company than those set forth in the Confidentiality Agreement, provided that such confidentiality agreement shall not be required to restrict the submission of a Company Takeover Proposal to the Company Board on a confidential basis. "Action" means any claim, action, suit, arbitration or proceeding by or before any Governmental Entity."Affiliates" has the meaning set forth in Rule 12b-2 of the Exchange Act."Business Day" means any day other than a Saturday, Sunday or a day on which banks in New York, New York are authorized or obligated by Law or Order to close.CLI-202375011v3"Code" means the Internal Revenue Code of 1986, as amended."Company Stock Awards" means outstanding Options, Performance Restricted Shares and Restricted Shares granted under the Company Stock Plans and Deferred Share Units deferred under the Deferred Compensation Plan."Company Stock Plans" means the Company's 2001 Equity-Based Award Plan, 2008 Equity-Based Award Plan and 2011 Equity-Based Award Plan, in each case as amended from time to time."Company Superior Proposal" means a Company Takeover Proposal (i) that if consummated would result in a third party (or in the case of a direct merger between such third party and the Company, the shareholders of such third party) acquiring, directly or indirectly, more than 90% of the voting power of the Company Common Shares or all or substantially all the assets of the Company and its Subsidiaries, taken as a whole, for consideration consisting of cash, securities or both, (ii) that is reasonably capable of being completed, taking into account all financial, legal, regulatory and other aspects of such proposal, including all conditions contained therein, and (iii) that the Company Board determines in good faith, after consultation with legal counsel and its financial advisors (taking into account any changes to this Agreement proposed by Parent in response to a Company Takeover Proposal), is more favorable from a financial point of view to the shareholders of the Company than the consideration to be received by the shareholders of the Company in the Merger."Company Takeover Proposal" means (i) any inquiry, proposal or offer for or with respect to a merger, consolidation, business combination, recapitalization, reorganization, exchange offer, tender offer, binding share exchange, joint venture, dissolution or other similar transaction involving the Company, (ii) any inquiry, proposal or offer to acquire in any manner, directly or indirectly, more than 20% of the outstanding Company Common Shares, or (iii) any inquiry, proposal or offer to acquire in any manner (including the acquisition of stock in any Subsidiary of the Company), directly or indirectly, assets or businesses of the Company or its Subsidiaries representing more than 20% of the consolidated assets, revenues or net income of the Company, in each case, other than the Merger. "Compliant" shall mean with respect to the Required Financial Information, that (a) such Required Financial Information, when taken as a whole (including any supplements and updated provided from time to time), does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements in such Required Financial Information, in light of the circumstances under which they were made, not materially misleading and (b) the Company's auditors have not withdrawn any audit opinion with respect to any audited financial information contained in the Required Financial Information."Contract" means any agreement, lease, sublease, license, contract, note, bond, mortgage, indenture, deed of trust, franchise, concession, arrangement, obligation or other legally binding arrangement (whether written or oral).CLI-202375011v3"Encumbrance" means any security interest, pledge, mortgage, deed of trust, lien, charge, hypothecation, lease, infringement, encroachment, restriction, right of first refusal, right of first offer, transfer restriction, any other adverse right or interest, or option to purchase or otherwise acquire any interest, conditional sales agreement, adverse claim of ownership or use, title defect, easement, right of way or other encumbrance of any kind."Environmental Laws" means all Laws relating to pollution, the protection or cleanup of the environment, including the ambient air, soil, surface water or groundwater, natural resources, the management, generation, labeling, use, treatment, storage, transportation, handling, disposal or release of Materials of Environmental Concern or relating to the protection of human health from exposure to Materials of Environmental Concern."Environmental Permits" means all Company Permits, registrations and

Certain Terms Defined from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of July 16, 2013, by and among Sunny Optics, Inc., a Delaware corporation (Parent), Sunny Optics Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), and Meade Instruments Corp., a Delaware corporation (the Company).

Certain Terms Defined. The following terms shall have the meanings set forth below for purposes of this Agreement: Acquisition Proposal means, other than the Transactions, any offer or proposal from any Third Party relating to (i) any acquisition, purchase, lease or license, direct or indirect, of 15% or more of the consolidated assets of the Company and its Subsidiaries or 15% or more of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company (other than in the ordinary course of business), (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such Third Party beneficially owning 15% or more of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company or (iii) any merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company. Action means any claim, action, suit, proceeding, arbitration, mediation or investigation by or before any Governmental Entity. Affiliate has the meaning set forth in Rule 12b-2 of the Exchange Act. Aggregate Consideration means the sum of all of the Merger Consideration, the Option Consideration and the Company Restricted Share Consideration required to be paid hereunder for all Shares, Options and Restricted Shares. Business Day means any day other than a Saturday, Sunday or federal holiday. Company Business means the business of the Company as presently conducted. Company Charter Documents means the Certificate of Incorporation of the Company, as amended to date, and the Bylaws of the Company, as amended to date. Company SEC Document means all forms, reports, statements, certifications and other documents required to be filed by it with the SEC under the Exchange Act or the Securities Act (as such documents have been amended since the time of their filing). Company Stock Plans collectively means (a) the Companys Amended and Restated 1997 Stock Incentive Plan, (b) the Companys Amended and Restated 2008 Stock Incentive Plan, and (c) the Stand-Alone Stock Option Agreement for Common Stock for Steven G. Murdock. Contract means any written or oral legally binding contract, agreement, instrument, arrangement, commitment, understanding or undertaking (including leases, licenses, mortgages, notes, guarantees, sublicenses, subcontracts and purchase orders). Credit Facility means that certain Financing Agreement dated December 28, 2012 between the Company and Rosenthal & Rosenthal, Inc., a New York corporation. DGCL means the General Corporation Law of the State of Delaware, as in effect as of the date hereof and at the Effective Time, as applicable. Dodd-Frank Act means the DoddFrank Wall Street Reform and Consumer Protection Act of 2010, as amended. DOJ means the U.S. Department of Justice. Encumbrance means any security interest, pledge, mortgage, lien, charge, hypothecation, option to purchase or lease or otherwise acquire any interest, conditional sales agreement, adverse claim of ownership or use, title defect, easement, right of way, or other encumbrance of any kind. Environmental Laws means all Laws relating to the protection of the environment, worker health and safety, and/or governing the handling, use, generation, treatment, storage, transportation, disposal, manufacture, distribution, formulation, packaging, labeling, or Release of or exposure to Materials of Environmental Concern including the ambient air, soil, surface water or groundwater, or relating to the protection of human health from exposure to Materials of Environmental Concern. Environmental Permits means all permits, licenses, registrations, and other authorizations required under applicable Environmental Laws. Equity Interests means all Shares, Company Restricted Shares, and Options (whether vested or unvested). Exchange Act means the Securities Exchange Act of 1934, as amended. Expenses includes all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financing sources, experts and consultants to a party hereto and its Affiliates) incurred by a party or on its behalf in connection with or related to any of the authorization, preparation, negotiation, execution and performance of this Agreement and the Transactions and, in the case of Parent and Merger Sub, the due diligence investigation of the Company and its Subsidiaries. Immediate Family means, with respect to any specified individual, such individuals spouse, parents, children, and siblings, or any other relative of such indiv

Certain Terms Defined from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of June 12, 2013, by and among Apollo (Mauritius) Holdings Pvt. Ltd., a company organized under the Laws of the Republic of Mauritius (Parent), Apollo Tyres B.V., a company organized under the Laws of The Netherlands and a wholly owned Subsidiary of Parent (Dutch Holdco), Apollo Acquisition Corp., a corporation organized under the Laws of Delaware and a wholly owned Subsidiary of Dutch Holdco (Merger Sub, together with Parent and Dutch Holdco, the Parent Parties), and Cooper Tire & Rubber Company, a corporation organized under the laws of Delaware (the Company).

Certain Terms Defined. The following terms shall have the meanings set forth below for purposes of this Agreement: 5% Holder means a Person who beneficially owns (as defined in the Exchange Act) more than five percent (5%) of the capital stock or other equity interests of another Person or any member of such Persons family or any of its Affiliates. Acceptable Confidentiality Agreement means any confidentiality agreement that contains customary confidentiality provisions and contains provisions no less restrictive of the Person counterparty to the Company thereto than those included in the Confidentiality Agreement. Action means any civil, criminal, administrative or other similar proceeding, litigation, audit, investigation, arbitration, review, examination, inquiry, hearing, demand claim, action, suit, proceeding or similar action (whether at Law or in equity) by or before any Governmental Entity. Affiliates has the meaning set forth in Rule 12b-2 of the Exchange Act. Business Day means any day ending at 11:59 p.m. (Eastern Time) other than a Saturday, Sunday or a day on which banks in New York, New York, London, England or Amsterdam, The Netherlands are authorized or obligated by Law or Order to close. Code means the Internal Revenue Code of 1986, as amended. Company Product means, as of any date of reference, any product that is being developed, manufactured, marketed, sold or distributed by the Company, any of its Subsidiaries or any of its Joint Ventures. Company Stock Plans means the Companys 1998 Incentive Compensation Plan, 1998 Employee Stock Option Plan, 2001 Incentive Compensation Plan, 2002 Non-Employee Directors Stock Option Plan, 2006 Incentive Compensation Plan and 2010 Incentive Compensation Plan, each as may be amended from time to time. Company Superior Proposal means a Company Takeover Proposal (i) that if consummated would result in a third party (or in the case of a direct merger between such third party and the Company, the shareholders of such third party) acquiring, directly or indirectly, more than 50% of the voting power of the Company Common Stock or all or substantially all the assets of the Company and its Subsidiaries, taken as a whole, for consideration consisting of cash and/or securities, (ii) that is reasonably capable of being completed, taking into account all financial, legal, regulatory and other aspects of such proposal, including all conditions contained therein, and (iii) that the Company Board determines in good faith, after consultation with legal counsel and its financial advisor (taking into account any changes to this Agreement proposed by Parent as contemplated by Section 5.2), is more favorable to the stockholders of the Company than the consideration to be received by the stockholders of the Company in the Merger. Company Takeover Proposal means (i) any inquiry, proposal or offer for or with respect to a merger, consolidation, business combination, recapitalization, reorganization, exchange or tender offer, binding share exchange, joint venture, dissolution or other similar transaction involving the Company or any of its Subsidiaries, (ii) any inquiry, proposal or offer to acquire in any manner, directly or indirectly, more than 15% of the outstanding Company Common Stock or (iii) any inquiry, proposal or offer to acquire in any manner (including the acquisition of stock in any Subsidiary of the Company), directly or indirectly, assets or businesses of the Company or its Subsidiaries representing more than 15% of the consolidated assets, revenues or net income of the Company, as measured by the Company Financial Statements for the fiscal year ending December 31, 2012, in each case, other than the Merger. Compliant means, with respect to the Required Information, that:

Certain Terms Defined from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 17, 2013, by and among JOC North America LLC, a Delaware limited liability company (Parent), JOCNA Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), and Meade Instruments Corp., a Delaware corporation (the Company).

Certain Terms Defined. The following terms shall have the meanings set forth below for purposes of this Agreement: Acquisition Proposal means, other than the Transactions, any offer or proposal from any Third Party relating to (i) any acquisition, purchase, lease or license, direct or indirect, of 15% or more of the consolidated assets of the Company and its Subsidiaries or 15% or more of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company (other than in the ordinary course of business), (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such Third Party beneficially owning 15% or more of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company or (iii) any merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company. Action means any claim, action, suit, proceeding, arbitration, mediation or investigation by or before any Governmental Entity. Affiliate has the meaning set forth in Rule 12b-2 of the Exchange Act. Aggregate Consideration means the sum of all of the Merger Consideration, the Option Consideration and the Company Restricted Share Consideration required to be paid hereunder for all Shares, Options and Restricted Shares. Business Day means any day other than a Saturday, Sunday or federal holiday. Company Business means the business of the Company as presently conducted. Company Charter Documents means the Certificate of Incorporation of the Company, as amended to date, and the Bylaws of the Company, as amended to date. Company SEC Document means all forms, reports, statements, certifications and other documents required to be filed by it with the SEC under the Exchange Act or the Securities Act (as such documents have been amended since the time of their filing). Company Stock Plans collectively means (a) the Companys Amended and Restated 1997 Stock Incentive Plan, (b) the Companys Amended and Restated 2008 Stock Incentive Plan, and (c) the Stand-Alone Stock Option Agreement for Common Stock for Steven G. Murdock. Contract means any written or oral legally binding contract, agreement, instrument, arrangement, commitment, understanding or undertaking (including leases, licenses, mortgages, notes, guarantees, sublicenses, subcontracts and purchase orders). Credit Facility means that certain Financing Agreement dated December 28, 2012 between the Company and Rosenthal & Rosenthal, Inc., a New York corporation. DGCL means the General Corporation Law of the State of Delaware, as in effect as of the date hereof and at the Effective Time, as applicable. Dodd-Frank Act means the DoddFrank Wall Street Reform and Consumer Protection Act of 2010, as amended. DOJ means the U.S. Department of Justice. Encumbrance means any security interest, pledge, mortgage, lien, charge, hypothecation, option to purchase or lease or otherwise acquire any interest, conditional sales agreement, adverse claim of ownership or use, title defect, easement, right of way, or other encumbrance of any kind. Environmental Laws means all Laws relating to the protection of the environment, worker health and safety, and/or governing the handling, use, generation, treatment, storage, transportation, disposal, manufacture, distribution, formulation, packaging, labeling, or Release of or exposure to Materials of Environmental Concern including the ambient air, soil, surface water or groundwater, or relating to the protection of human health from exposure to Materials of Environmental Concern. Environmental Permits means all permits, licenses, registrations, and other authorizations required under applicable Environmental Laws. Equity Interests means all Shares, Company Restricted Shares, and Options (whether vested or unvested). Exchange Act means the Securities Exchange Act of 1934, as amended. Expenses includes all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financing sources, experts and consultants to a party hereto and its Affiliates) incurred by a party or on its behalf in connection with or related to any of the authorization, preparation, negotiation, execution and performance of this Agreement and the Transactions and, in the case of Parent and Merger Sub, the due diligence investigation of the Company and its Subsidiaries. Immediate Family means, with respect to any specified individual, such individuals spouse, parents, children, and siblings, or any other relative of such indiv

Certain Terms Defined from Agreement and Plan of Merger Among

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of July 26, 2012, is by and among Brightcove Inc., a Delaware corporation (Parent), Zebra Acquisition Corporation, a Delaware corporation (MergerCo), Zencoder Inc., a Delaware corporation (the Company) and James Lindenbaum, as the Securityholders Representative (the Securityholders Representative). Certain terms used in this Agreement are defined in Section 1.1 hereof. An index of defined terms used in this Agreement is set forth in Section 1.2 hereof.

Certain Terms Defined. For the purposes of this Agreement: An Affiliate of any Person shall mean another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person. For purposes of this definition, control (and its derivatives) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of capital stock or other securities, by contract or agreement or otherwise. Aggregate Consideration at Closing means the Merger Consideration less (i) the Escrow Amount less (ii) the Securityholders Representative Reimbursement Amount less (iii) the Aggregate Exercise Price. Aggregate Exercise Price means the aggregate of the exercise prices of the Vested Company Options issued and outstanding as of immediately prior to the Effective Time, which have an exercise price less than the Per Share Common Consideration. Balance Sheet Date means June 30, 2012. Business means the business of the Company as currently conducted, which includes the development, manufacture, use, importation, offer for sale and/or sale of the Products. Business Day means any day other than a day on which the Securities and Exchange Commission is closed. Bylaws means the Companys Bylaws as in effect on the date hereof. Certificate of Incorporation means the Companys first amended and restated certificate of incorporation filed with the Secretary of State of the State of Delaware on April 14, 2011, as may be amended as of the date hereof. Certificates shall mean the Common Certificates and the Series Seed Certificates. Code shall mean the Internal Revenue Code of 1986, as amended. Common Certificate shall mean a stock certificate which immediately prior to the Effective Time represented any shares of Company Common Stock. Company Capital Stock shall mean any of the Company Common Stock and the Series Seed Preferred Stock. Company Common Stock shall mean any of the Common Stock, $0.00001 par value per share, of the Company. Company Copyrights means registered and material unregistered Copyrights owned by the Company or used or held for use by the Company in the Business. Company Intellectual Property Assets means all Intellectual Property Assets owned by the Company or used or held for use by the Company in the Business and all Products. Company Marks means registered and material unregistered Marks owned by the Company or used or held for use by the Company in the Business. Company Material Adverse Effect shall mean any fact, change, event, circumstance, development or effect that (i) is materially adverse to the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Company, taken as a whole, provided, however, that none of the following constitute, or will be considered in determining whether there has occurred, a Company Material Adverse Effect, but with respect to items (a), (c), (d) and (e) only to the extent that such changes, events, circumstances, developments or effects do not adversely affect the Company in a disproportionate manner relative to other similarly situated participants in the industries or markets in which it operates: (a) changes that are the result of factors generally affecting the industries or markets in which the Company operates; (b) changes resulting from the announcement of the transactions contemplated hereby; (c) changes in laws, rules, regulations or GAAP or the interpretation thereof; and (d) changes that are the result of economic factors affecting the national, regional or world economy, acts of God, hostilities or acts of war, sabotage or terrorism or (ii) would materially impair or delay the ability of the Company to perform its obligations hereunder, including the consummation of the Merger. Company Options means an option (whether or not vested or exercisable) to purchase Common Stock that has been granted under the Company Stock Option Plans. Company Patents means Patents owned by the Company or used or held for use by the Company in the Business. Company Stock Option Plans means the Companys 2010 Stock Plan and any other similar plan. Company Trade Secrets means Trade Secrets owned by the Company or used or held for use by the Company in the Business. Company Transaction Expenses means all fees, costs or expenses accrued, incurred or paid or payable by the Company (whether on behalf of itself or on behalf of any of the Securityholders or the Securityholders Representative) in connection with the transactions contemplated hereby, including with respect to financial, accounting, tax and legal advisors to such Persons. Contract means any contract, commitment, agreement, instrument, arrangement, understanding, obligation, undertaking, permit, concession, franchise, license, whether oral or written (including all amendments thereto). Copyrights means copyrights in both published and unpublished works, inclu