5% Uses in DEFINITIONS Clause

DEFINITIONS from Employee Stock Purchase Plan

DEFINITIONS. Whenever the following terms are used in the Plan, they shall have the meaning specified below unless the context clearly indicates to the contrary. The singular pronoun shall include the plural where the context so indicates. 2.1 Administrator shall mean the Committee, or such individuals to which authority to administer the Plan has been delegated under Section 7.1 hereof. 2.2 Agent means the brokerage firm, bank or other financial institution, entity or person(s), if any, engaged, retained, appointed or authorized to act as the agent of the Company or an Employee with regard to the Plan. 2.3 Board shall mean the Board of Directors of the Company. 2.4 Code shall mean the Internal Revenue Code of 1986, as amended. 2.5 Committee shall mean the Compensation Committee of the Board. 2.6 Common Stock shall mean the common stock of the Company. 2.7 Company shall have such meaning as set forth in Section 1.1 hereof. 2.8 Compensation of an Employee shall mean the regular straight-time earnings or base salary, bonuses and commissions paid to the Employee from the Company on each Payday as compensation for services to the Company or any Designated Subsidiary, before deduction for any salary deferral contributions made by the Employee to any tax-qualified or nonqualified deferred compensation plan, including overtime, shift differentials, vacation pay, salaried production schedule premiums, holiday pay, jury duty pay, funeral leave pay, paid time off, military pay, prior week adjustments and weekly bonus, but excluding education or tuition reimbursements, imputed income arising under any group insurance or benefit program, travel expenses, business and moving reimbursements, including tax gross ups and taxable mileage allowance, income received in connection with any stock options, restricted stock, restricted stock units or other compensatory equity awards and all contributions made by the Company or any Designated Subsidiary for the Employees benefit under any employee benefit plan now or hereafter established. Such Compensation shall be calculated before deduction of any income or employment tax withholdings, but shall be withheld from the Employees net income. 2.9 Designated Subsidiary shall mean each Subsidiary that have been designated by the Board or Committee from time to time in its sole discretion as eligible to participate in the Plan, including any Subsidiary in existence on the Effective Date and any Subsidiary formed or acquired following the Effective Date, in accordance with Section 7.2 hereof. 2.10 Effective Date shall mean the date immediately prior to the date Companys registration statement relating to its initial public offering becomes effective, provided that the Board has adopted the Plan prior to or on such date, subject to approval of the Plan by the Companys stockholders. 2.11 Eligible Employee shall mean an Employee who (a) is customarily scheduled to work at least twenty (20) hours per week, (b) whose customary employment is more than five (5) months in a calendar year and (c) after the granting of the Option would not be deemed for purposes of Section 423(b)(3) of the Code to possess five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any Subsidiary. For purposes of clause (c), the rules of Section 424(d) of the Code with regard to the attribution of stock ownership shall apply in determining the stock ownership of an individual, and stock which an Employee may purchase under outstanding options shall be treated as stock owned by the Employee. Notwithstanding the foregoing, the Administrator may exclude from participation in the Plan as an Eligible Employee (x) any Employee that is a highly compensated employee of the Company or any Designated Subsidiary (within the meaning of Section 414(q) of the Code), or that is such a highly compensated employee (A) with compensation above a specified level, (B) who is an officer and/or (C) is subject to the disclosure requirements of Section 16(a) of the Exchange Act and/or (y) any Employee who is a citizen or resident of a foreign jurisdiction (without regard to whether they are also a citizen of the United States or a resident alien (within the meaning of Section 7701(b)(1)(A) of the Code)) if either (i) the grant of the Option is prohibited under the laws of the jurisdiction governing such Employee, or (ii) compliance with the laws of the foreign jurisdiction would cause the Plan or the Option to violate the requirements of Section 423 of the Code; provided that any exclusion in clauses (x), and/or (y) shall be applied in an identical manner under each Offering Period to all Employees of the Company and all Designated Subsidiaries, in accordance with Treasury Regulation Section 1.423-2(e). 2.12 Employee shall mean any person who renders services to the Company or a Designated Subsidiary in the status of an employee within the meaning of Section 3401(c) of the Code. Employee shall not in

Definitions from Loan and Security Agreement

THIS LOAN AND SECURITY AGREEMENT dated as of June 29, 2017 (this "Agreement") is entered into among MATTERSIGHT CORPORATION, a Delaware corporation ("Borrower"), the other Loan Parties from time to time party hereto, and THE PRIVATEBANK AND TRUST COMPANY ("PrivateBank"), as lender ("Lender") and as Issuing Lender.

Definitions. When used herein (a) the following capitalized terms are used herein as defined in the UCC: Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents, Electronic Chattel Paper, Equipment, Goods, Instruments, Inventory, Leases, Letter-of-Credit Rights, Money, Payment Intangibles, Software, Supporting Obligations, Tangible Chattel Paper and (b) the following capitalized terms shall have the following meanings: Account Debtor means any Person who is obligated to Borrower or any Subsidiary with respect to any Account. Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or a substantial portion of the assets of a Person, or of all or a substantial portion of any business or division of a Person, (b) the acquisition of in excess of 50% of the Capital Securities of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with and another Person (other than a Person that is already a Subsidiary). Adjusted EBITDA means, means with respect to any fiscal period being measured an amount equal to the sum of (a) consolidated net income of Borrower and its Subsidiaries for such fiscal period, plus (b) in each case to the extent deducted in the calculation of Borrower's consolidated net income and without duplication: (i) depreciation and amortization for such period, plus (ii) income tax expense for such period, plus (iii) consolidated total interest expense paid or accrued during such period, plus (iv) non-cash management compensation expenses for such period, all as calculated by Borrower in its public filings and statements as of the Closing Date or as otherwise agreed in writing by the Lender. For the avoidance of doubt, expenses (including attorneys' fees and expenses, prepayment premiums and the like) incurred in connection with the closing of the transactions contemplated hereunder and the repayment of Debt outstanding under that certain Loan and Security Agreement, dated as of August 1, 2016, between Borrower and Hercules Capital, Inc., as lender, shall not be deducted for purposes of determining Adjusted EBITDA. Affiliate of any Person means (a) any other Person which, directly or indirectly, controls or is controlled by or is under common control with such Person, (b) any officer or director of such 26385498.9 Person and (c) with respect to Lender, any entity administered or managed by Lender or an Affiliate or investment advisor thereof and which is engaged in making, purchasing, holding or otherwise investing in commercial loans. A Person shall be deemed to be "controlled by" any other Person if such Person possesses, directly or indirectly, power to vote 5% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managers or power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise, provided, however, that Persons holding securities issued by the Borrower shall not be deemed "Affiliates" of the Borrower or any Loan Party. Unless expressly stated otherwise herein, Lender shall not be deemed an Affiliate of any Loan Party. Agreement is defined in the preamble of this Agreement. Annualized Recurring Subscription Revenue means, as of any date of determination, the total Monthly Recurring Subscription Revenue as of such date, multiplied by 12. Applicable Margin means for (i) LIBOR Loans shall be four and one-half percent (4.50%) per annum (the "LIBOR Margin"), (ii) Base Rate Loans shall be one and three-quarters percent (5% (percent) values">1.75%) per annum (the "Base Rate Margin"). Asset Disposition means the sale, lease, assignment or other transfer for value (each, a "Disposition") by any Loan Party to any Person (other than a Loan Party) of any asset or right of such Loan Party (including, the loss, destruction or damage thereof) or any actual or threatened (in writing to any Loan Party) condemnation, confiscation, requisition, seizure or taking thereof, other than (a) the Disposition of any asset which is to be replaced, and is in fact replaced, within 30 days with another asset performing the same or a similar function, (b) the sale or lease of inventory in the ordinary course of business and (c) other Dispositions in any Fiscal Year the Net Proceeds of which do not in the aggregate exceed $100,000. Assignee is defined in Section 14.13.1. Attorney Costs means, with respect to any Person, all reasonable fees and charges of any counsel to such Person, all reasonable disbursements of such counsel and all court costs and similar legal expenses. Bank Product Agreements means those certain cash management service agreements and other agreements entered into from time to time between any Loan Party and Lender or its Affiliates in connection with any of the Bank Products. Bank Product Obligations means all obl

DEFINITIONS from Membership Interest Purchase Agreement

This Membership Interest Purchase Agreement (this Agreement) is entered into as of June 27, 2017, by and among MSA Worldwide, LLC, a Pennsylvania limited liability company (Buyer), Globe Holding Company, LLC, a New Hampshire limited liability company (Target), the members of Target listed on Exhibit A (collectively, Sellers and, each individually, a Seller), Donald D. Welch, II, as Sellers Representative (as defined herein) for the purposes described herein, and each of George E. Freese, III, Robert A. Freese, and Donald D. Welch, II (collectively, Principals) for the purposes described herein. Buyer, Sellers, Sellers Representative, Principals and Target are referred to collectively herein as the Parties and individually as a Party.

DEFINITIONS. In this Agreement, the following terms have the meanings specified or referred to in this Section 1 and, except as otherwise expressly provided in this Agreement or unless the context otherwise clearly and unambiguously requires, shall be equally applicable to both the singular and plural forms. Amounts stated in dollars refer to U.S. dollars. Action has the meaning set forth in Section 4(r). Adjustment Escrow means Five Hundred Thousand Dollars ($500,000), to be held by the Escrow Agent pursuant to the terms of the Escrow Agreement pending final calculation of the Post-Closing Adjustment Amount and disbursed in accordance with the provisions of Section 2(f)(vi). Affiliate means, with respect to any particular Person, any other Person who, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person, or any Person who is an immediate family member of any such Person. For purposes of this definition, control of a Person means the power, directly or indirectly, to either (i) vote ten percent (10%) or more of the securities having ordinary voting power for the election of directors of such Person, or (ii) direct or cause the direction of the management and policies of such Person whether by contract or otherwise. Agreement has the meaning set forth in the first paragraph of this agreement. AGUB has the meaning set forth in Section 6(b)(x)(B). Allocation has the meaning set forth in Section 6(b)(x)(B). Allocation Notice of Objection has the meaning set forth in Section 6(b)(x)(B). Allocation Review Period has the meaning set forth in Section 6(b)(x)(B). Alternative Transaction has the meaning set forth in Section 5(p)(ii). Annual Financial Statements has the meaning set forth in Section 4(h)(i). Arbitrating Accountant has the meaning set forth in Section 2(f)(v). Base Purchase Price means an amount equal to Two Hundred Fifteen Million Dollars ($215,000,000), subject to adjustment in accordance with Section 2(f)(ii). Business means the business of designing, manufacturing, distributing, cleaning, repairing and servicing turnout gear, boots and related clothing, apparel and equipment for the fire protection and first responder industries. Buyer has the meaning set forth in the first paragraph of this Agreement and includes any party to which Buyer has assigned this Agreement pursuant to Section 10(d). Buyer Indemnitees has the meaning set forth in Section 7(b). Capital Lease means, with respect to any Person, any lease of any property (whether real, personal or mixed) by such Person as lessee that, in accordance with GAAP, is or would be required to be classified and accounted for as a capital lease on a balance sheet of such Person. Capital Lease Obligations means, with respect to any Capital Lease of any Person, the amount of the obligation of the lessee thereunder that, in accordance with GAAP, would appear on a balance sheet of such lessee in respect of such Capital Lease. Cash means, as of the applicable time for determination thereof, the sum of the actual value of all cash, cash equivalents and cash deposits (but excluding any amounts for uncashed checks). Closing has the meaning set forth in Section 2(c). Closing Date has the meaning set forth in Section 2(c). Closing Date Adjustment has the meaning set forth in Section 2(f)(ii). Closing Date Cash means the Cash of Target and the Subsidiaries as of the start of business on the Closing Date. Closing Date Indebtedness means the Indebtedness of Target and the Subsidiaries as of the start of business on the Closing Date. Closing Date Working Capital means the aggregate Working Capital of Target and the Subsidiaries as of the start of business on the Closing Date. Closing Date Transaction Expenses means the Transaction Expenses of Target and the Subsidiaries as of 11:59 p.m. on the Closing Date. Closing Deliveries has the meaning set forth in Section 2(e). Closing Statement has the meaning set forth in Section 2(f)(iv). Code means the Internal Revenue Code of 1986, as amended. Company Employee has the meaning set forth in Section 4(s)(i). Company Plans has the meaning set forth in Section 4(s)(i). Confidential Information has the meaning set forth in Section 6(e)(ii). Consent means any approval, consent, authorization, ratification, waiver or order of, notice to or registration or filing with, or any other action by, any Governmental Entity or other Person. Contracts has the meaning set forth in Section 4(o). Current Assets means the current assets of Target and the Subsidiaries, on a consolidated basis, determined in each case in accordance with GAAP. Current Liabilities means the current liabilities of Target and the Subsidiaries, on a consolidated basis, determined in each case in accordance with GAAP. D&O Policy has the meaning set forth in Section 6(c). Data Room has the meaning set forth in Section 2(e)(i)(O). Disclosure Schedules has the meaning set forth in Section 3(a). Effective Time means 12:01 a.m. Easter

Definitions from Revolving Credit Agreement

THIS REVOLVING CREDIT AGREEMENT, dated as of October 13, 2016 (this Agreement), is entered into by and between BYLINE BANCORP, INC., an Illinois corporation, as Borrower (Borrower) and THE PRIVATEBANK AND TRUST COMPANY, as Lender (PrivateBank or Lender).

Definitions. The following terms shall have the following meanings: Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or a substantial portion of the assets of a Person, or of all or a substantial portion of any business or division of a Person, (b) the acquisition of in excess of 50% of the Capital Securities of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is already a Subsidiary). Affiliate of any Person means (a) any other Person which, directly or indirectly, controls or is controlled by or is under common control with such Person, (b) any officer or director of such Person and (c) with respect to Lender, any entity administered or managed by Lender or an Affiliate or investment advisor thereof and which is engaged in making, purchasing, holding or otherwise investing in commercial loans. A Person shall be deemed to be controlled by any other Person if such Person possesses, directly or indirectly, power to vote 5% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managers or power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. Agreement is defined in the recitals to this Agreement. Anti-Terrorism Laws are defined in Section 7.23(a). Anti-Terrorism Order is defined in Section 7.23(a) Assignee is defined in Section 13.13.1. Attorney Costs means, with respect to any Person, all reasonable fees and charges of any counsel to such Person, the reasonable allocable cost of internal legal services of such Person, all reasonable disbursements of such internal counsel and all court costs and similar legal expenses. Average Total Assets shall have the definition provided in, and shall be determined in accordance with, the rules, regulations, guidance and instructions of the FRB, FDIC or other primary federal regulator. Bank Merger is defined in the recitals to this Agreement. Bank Product Agreements means those certain cash management service agreements entered into from time to time between Borrower or any Depository Institution Subsidiary and Lender or its Affiliates in connection with any of the Bank Products. Bank Product Obligations means all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by Borrower or any Depository Institution Subsidiary to Lender or its Affiliates pursuant to or evidenced by the Bank Product Agreements and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all such amounts that Borrower or any Depository Institution Subsidiary is obligated to reimburse to Lender as a result of Lender purchasing participations or executing indemnities or reimbursement obligations with respect to the Bank Products provided to Borrower or any Depository Institution Subsidiary pursuant to the Bank Product Agreements. Bank Products means any service or facility extended to Borrower or any Depository Institution Subsidiary by Lender or its Affiliates, including, without limitation, (a) deposit accounts, (b) cash management services, including, without limitation, controlled disbursement, lockbox, electronic funds transfers (including, without limitation, book transfers, fedwire transfers, ACH transfers), online reporting and other services relating to accounts maintained with Lender or its Affiliates, (c) debit cards and (d) Hedging Agreements. Borrower is defined in the preamble of this Agreement. BSA is defined in Section 8.4. Business Day means any day on which PrivateBank is open for commercial banking business in Chicago, Illinois. Byline Bank is defined in the recitals to this Agreement. Call Report means the quarterly report of income and condition filed by any Depository Institution Subsidiary with its primary federal regulator. Capital Lease means, with respect to any Person, any lease of (or other agreement conveying the right to use) any real or personal property by such Person that, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of such Person. Capital Securities means, with respect to any Person, all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such Persons capital, whether now outstanding or issued or acquired after the Closing Date, including common shares, preferred shares, membership interests in a limited liability company, limited or general partnership interests in a partnership, interests in a trust, interests in other unincorporated organizations or any other equivalent of such ownership interest. Closing Date is defined in Section 11.1. Code means the Internal Revenue Code of 1986, as am

Definitions from Secured Promissory Note

FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, AkaRx, Inc., a Delaware corporation (the Borrower), hereby unconditionally promises to pay to the order of Eisai Inc. or its assigns (the Lender), on or before the Maturity Date or at such times as specified below an amount equal to the sum of (a) all Out-of-Pocket Expenses and (b) all Services Fees due and owing to Lender under and in accordance with the terms and conditions of the Transition Services Agreement (the Loan), together with all accrued interest thereon, as provided in this Secured Promissory Note (this Note). The Borrower and the Lender are sometimes referred to herein individually as a Party and collectively as the Parties.

Definitions. The following terms when used herein shall have the meanings set forth in this Section 1. Affiliate means, with respect to any Person, any Person controlling, controlled by or under common control with such Person. For purposes of this definition, control means, with respect to any entity, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities (or other ownership interest), by contract or otherwise. Anti-Terrorism Law means any Law related to money laundering or financing terrorism, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56) (the USA PATRIOT Act), the Currency and Foreign Transactions Reporting Act, 31 U.S.C. SSSS 5311-5330 and 12 U.S.C. SSSS 1818(s), 1820(b) and 1951-1959) (also known as the Bank Secrecy Act), the Trading With the Enemy Act (50 U.S.C. SS 1 et seq., as amended) and Executive Order 13224 (effective September 24, 2001). Applicable Rate means five percent (5%) per annum. Blocked Person means any Person that (a) is publicly identified on the most current list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control of the US Department of the Treasury (OFAC) or resides, is organized or chartered, or has a place of business in a country or territory subject to OFAC sanctions or embargo programs or (b) is publicly identified as prohibited from doing business with the United States under the International Emergency Economic Powers Act, the Trading With the Enemy Act, or any other Law. Borrower has the meaning set forth in the introductory paragraph. Business Day means any day, other than a Saturday or a Sunday, on which commercial banks in New York City are not required or authorized by Law to remain closed. [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. Company Sale means (a) any Person or group (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) other than Purchaser or its Affiliates becomes the beneficial owner, directly or indirectly, of more than 50% of the outstanding Equity Interests of the Borrower or any direct or indirect parent company of the Borrower, (b) the sale, transfer or other disposition of all or substantially all of the Borrowers assets, or (c) the exclusive license by the Borrower to a Third Party of all or substantially all of the Borrowers rights with respect to the Compound and any Product. Compound means [***]. Debt of the Borrower, means all (a) indebtedness for borrowed money; (b) obligations for the deferred purchase price of property or services, except trade payables arising in the ordinary course of business; (c) obligations evidenced by notes, bonds, debentures or other similar instruments; (d) obligations as lessee under capital leases; (e) obligations in respect of any interest rate swaps, currency exchange agreements, commodity swaps, caps, collar agreements or similar arrangements entered into by the Borrower providing for protection against fluctuations in interest rates, currency exchange rates or commodity prices or the exchange of nominal interest obligations, either generally or under specific contingencies; (f) obligations under acceptance facilities and letters of credit; (g) guaranties, endorsements (other than for collection or deposit in the ordinary course of business), and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any Person, or otherwise to assure a creditor against loss, in each case, in respect of indebtedness set out in clauses (a) through (f) of a Person other than the Borrower; and (h) indebtedness set out in clauses (a) through (g) of any Person other than Borrower secured by any lien on any asset of the Borrower, whether or not such indebtedness has been assumed by the Borrower. Default means any of the events specified in Section 9 which constitutes an Event of Default or which, upon the giving of notice, the lapse of time, or both pursuant to Section 9 would, unless cured or waived, become an Event of Default. Default Rate means, at any time, the Applicable Rate plus two percent (2%). Equity Interests means, with respect to a Person, the common, preferred or other equity of such Person, the voting securities of such Person entitled to vote generally in an election of directors (or similar governing persons) of such Person or any non-voting equity securities of such Person. Event of Default has the meaning set forth in Section 9. GAAP means generally accepted accounting principles in the United States of America as in effect from time to time. Governmental Entity means any federal, state, provincial, local or

DEFINITIONS from Employment Agreement

This EMPLOYMENT AGREEMENT (the Agreement) is made and entered into by and between Aileron Therapeutics, Inc., a Delaware corporation (the Company) and Manuel C. Alves Aivado, MD, PhD (the Executive).

DEFINITIONS. For the purpose of this Agreement, the following definitions shall apply: Affiliate shall mean any corporation, partnership, trust or other entity of which the Company and/or any of its Affiliates directly or indirectly owns a majority of the outstanding shares of any class of equity security thereof and any corporation, partnership, trust or other entity which directly or indirectly owns a majority of the outstanding shares of any class of any equity security of the Company or any of its Affiliates. Cause shall mean: (i) the Executives conviction of, or plea of guilty or nolo contendere to, any felony (other than traffic-related offenses), (ii) the willful misconduct or gross negligence of the Executive with regard to the Company that the Board determines in good faith is, or is reasonably likely to be, materially injurious to the Company and its reputation, (iii) any incurable material breach by the Executive of the Restrictive Covenant Agreement, (iv) the Executives material violation of the Companys published policies prohibiting unlawful harassment and discrimination or its published policy concerning drugs and alcohol, as in effect from time to time and/or (v) the Executives refusal to participate in, and fully cooperate during, the exit interview referred to above in Section 6(c). Disability shall mean any long-term disability or incapacity due to physical or mental illness that renders the Executive unable to substantially perform his duties for 90 consecutive days or 120 total days during any twelve (12) month period, provided that it may occur in a shorter period if, after its commencement, it is determined to be total and permanent by a physician selected by the Company and its insurers and such determination is acceptable to the Executive or to the Executives legal representative (with such agreement on acceptability not to be unreasonably withheld). Good Reason shall mean any action on the part of the Company not consented to by the Executive in writing having the following effect or effects: (i) a material diminution in the Executives Responsibilities; (ii) a material reduction in the Executives Base Salary then in effect, other than a reduction comparable to reductions generally applicable to similarly situated employees of the Company; (iii) a material reduction by the Company in the kind or level of employee benefits to which the Executive is entitled immediately prior to such reduction with the result that the overall benefits package is materially reduced; (iv) the Company requires Executive to permanently locate and work full-time from its Boston area location (or such other location not located in the Philadelphia area) or (v) the Company relocates its main office/headquarters to a location that makes it unreasonable for Executive to commute to the main office three days per week. The Executive must (i) give notice to the Company of his intention to resign for Good Reason within 90 days after the occurrence of the event (or series of events) that he asserts entitles him to resign for Good Reason, (ii) state in that notice the condition that he considers to provide him with Good Reason to resign, (iii) provide the Company with at least 30 days after his notice to cure the condition, and (iv) if the condition is not cured, resign for Good Reason within 30 days after the end of the 30-day cure period.

Definitions from Investor Rights Agreement

THIS INVESTOR RIGHTS AGREEMENT (this Agreement) is made as of May 25, 2017, by and between Asure Software, Inc., a Delaware corporation (the Company), iSystems Holdings, LLC, a Delaware limited liability company (iSystems) and each other Person who becomes a party to this Agreement after the date hereof pursuant to Section 13(f). Certain capitalized terms used herein are defined in Section 11.

Definitions. Affiliate means any Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the party specified (it being understood and agree that from and after the Closing, for purposes of this Agreement, none of the Company or any of its Subsidiaries shall be deemed to be an Affiliate of iSystems or any of its Affiliates). Board means (i) in the case of a Person that is a limited liability company, the managers authorized to act therefor (or, if the limited liability company has no managers, the members), (ii) in the case of a Person that is a corporation, the board of directors of such Person or any committee authorized to act therefor, (iii) in the case of a Person that is a limited partnership, the board of directors of its corporate general partner (or, if the general partner is itself a limited partnership, the board of directors of such general partners corporate general partner) and (iv) in the case of any other Person, the board of directors, management committee or similar governing body or any authorized committee thereof responsible for the management of the business and affairs of such Person; provided that, in each case, the Board shall be deemed to include any duly authorized committee thereof that is authorized to take the action in question. Business Day has the meaning given to such term in the Purchase Agreement. Closing has the meaning given to such term in the Purchase Agreement. Common Stock means the Companys Common Stock, par value $0.01 per share. Exchange Act means the Securities Exchange Act of 1934, as amended. Free Writing Prospectus means a free-writing prospectus, as defined in Rule 405 of the Securities Act. GAAP means U.S. generally accepted accounting principles, consistently applied. iSystems Expiration Date means the first date that the holders of Registrable Securities no longer hold more than the lesser of (x) 5% of the Companys outstanding Common Stock (as equitably adjusted for any stock splits, stock combinations, reorganizations, exchanges, merger, recapitalizations or similar transaction after the date hereof) and (y) 90% of the shares of Company Common Stock held by such holders as of the date hereof. iSystems Majority Holders means, at any time, the holders of at least a majority of the Registrable Securities then outstanding. Person means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof. Registrable Securities means (i) any shares of Common Stock originally issued to iSystems pursuant to the Purchase Agreement and (ii) any securities of the Company issued or issuable directly or indirectly with respect to the securities referred to in clause (i) foregoing by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when they have been distributed to the public pursuant to an offering registered under the Securities Act or sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force) or repurchased by the Company or any Subsidiary. Representative means, with respect to any Person, any of such Persons directors, officers, employees, agents, consultants, advisors, accountants or attorneys. Restricted Securities means (i) the Common Stock, and (ii) any securities issued with respect to the securities referred to in clause (i) above by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization and any warrants exercisable for Common Stock outstanding on the date hereof that are not freely tradable under applicable law and regulation. As to any particular Restricted Securities, such securities shall cease to be Restricted Securities when they have (a) been effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, or (b) been distributed to the public through a broker, dealer or market maker pursuant to Rule 144 (or any similar provision then in force) under the Securities Act or become eligible for sale pursuant to Rule 144(k) (or any similar provision then in force) under the Securities Act. Whenever any particular securities cease to be Restricted Securities, the holder thereof shall be entitled to receive from the Company, without expense, new securities of like tenor not bearing a Securities Act legend of the character set forth in this Agreement. Securities Act means the Securities Act of 1933, as amended. Securities and Exchange Commission includes any governmental bo

Definitions from Nominating Agreement

This Nominating Agreement (as it may be amended from time to time, this Agreement) is made as of May 10, 2017 by and between Affinion Group Holdings, Inc., a Delaware corporation (the Company), and Elliott Management Corporation (Elliott).

Definitions. The following terms shall have the following meanings: 8% Elliott Nominee means any Person selected by Elliott to serve as nominee and for which Elliott has notified the Company of such selection, or any other Person selected by Elliott to serve as the replacement 8% Elliott Nominee. 8% Elliott Threshold has the meaning set forth in Section 2.1(b). 16% Elliott Nominee means any Person selected by Elliott to serve as nominee and for which Elliott has notified the Company of such selection, or any other Person selected by Elliott to serve as the replacement 16% Elliott Nominee. 16% Elliott Threshold has the meaning set forth in Section 2.1(b). Affiliate(s) of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, control (including, with correlative meanings, the terms controlling, controlled by and under common control with), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. Agreement has the meaning set forth in the Preamble. Amendment has the meaning set forth in the Recitals. Board has the meaning set forth in the Recitals. Bylaws means the Fourth Amended and Restated Bylaws of the Company, as amended from time to time. Certificate means the Fourth Amended and Restated Certificate of Incorporation of the Company, as amended from time to time. Charter Documents means, with respect to the Company, the certificate of incorporation, bylaws of the Company, and the Shareholder Agreement as the same may be amended, supplemented, modified or restated from time to time, and with respect to any other Person, the articles, bylaws, certificate of incorporation, certificate of formation, operating agreement, partnership agreement or any other similar incorporating or formation documents of such Person, as the same may be amended, supplemented, modified or restated from time to time. Company has the meaning set forth in the Preamble. Company Common Stock has the meaning set forth in the Recitals. Derivative Securities has the meaning set forth in the Shareholder Agreement. Director means any member of the Board (other than any Person (if any) effecting observer rights on the Board). Elliott has the meaning set forth in the Preamble. Elliott Nominees means the 8% Elliott Nominee and the 16% Elliott Nominee. Equity Incentive Plans means any equity incentive plans for officers, employees or Directors of the Company. Necessary Action means, with respect to a specified result, all actions that are permitted by law and necessary or appropriate to cause such result, including (i) recommending that the Companys Stockholders vote in favor of the election of the Elliott Nominees, (ii) agreeing to commercially reasonable amendments to the applicable Charter Documents, (iii) executing agreements and instruments reasonably necessary to permit Elliott to exercise its rights hereunder, and (iv) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result, in each case subject to compliance with applicable law. Outstanding Company Common Stock means, as of any given time, the then issued and outstanding Company Common Stock, including any Derivative Securities on an as-exercised basis, but excluding any Company Common Stock issued pursuant to an Equity Incentive Plan. Person means an individual, partnership, limited liability company, corporation, joint venture, trust, business trust, association, or similar entity, whether domestic or foreign, and the heirs, executors, legal representatives, successors and assigns of such entity where the context requires. Recapitalization has the meaning set forth in the Recitals. Shareholder Agreement means the Shareholder Agreement, as amended, dated November 9, 2015, by and among the Company and the stockholders party thereto. Stockholder has the meaning set forth in the Shareholder Agreement. Warrant has the meaning set forth in the Recitals.

Definitions from Amended and Restated Agreement

AMENDED AND RESTATED AGREEMENT OF EXEMPTED LIMITED PARTNERSHIP, dated May 8, 2017 and with a deemed effective date of March 1, 2016, of Blackstone Real Estate Associates Europe V L.P., a Cayman Islands exempted limited partnership (the Partnership), by and between Blackstone Real Estate Associates Europe (Delaware) V L.L.C., a Delaware limited liability company (Delaware GP), and Blackstone Real Estate Europe (Cayman) V Ltd., a Cayman Islands exempted company (Cayman GP, and, together with the Delaware GP, the General Partners or, collectively, the General Partner), Mapcal Limited (the Initial Limited Partner), as initial limited partner, and the Limited Partners listed in the books and records of the Partnership.

Definitions. Unless the context otherwise requires, the following terms shall have the following meanings for purposes of this Agreement: Adjustment Amount has the meaning set forth in Section 8.1(b)(iii). Advancing Party has the meaning set forth in Section 7.1(b). Affiliate when used with reference to another person means any person (other than the Partnership), directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with, such other person, which may include, for greater certainty, endowment funds, charitable programs and other similar and/or related vehicles or accounts associated with or established by Blackstone and/or its affiliates, partners and current and/or former employees. Agreement means this Amended and Restated Agreement of Exempted Limited Partnership, as it may be further amended, supplemented, restated or otherwise modified from time to time. Alternative Investment Vehicle has the meaning set forth in the BREP Europe V Partnership Agreement. Applicable Collateral Percentage, with respect to any Firm Collateral or Special Firm Collateral, has the meaning set forth in the books and records of the Partnership with respect thereto. Bankruptcy means, with respect to any person, the occurrence of any of the following events: (i) the filing of an application by such person for, or a consent to, the appointment of a trustee or custodian of his or her assets; (ii) the filing by such person of a voluntary petition in Bankruptcy or the seeking of relief under Title 11 of the United States Code, as now constituted or hereafter amended, or the filing of a pleading in any court of record admitting in writing his or her inability to pay his or her debts as they become due; (iii) the failure of such person to pay his or her debts as such debts become due; (iv) the making by such person of a general assignment for the benefit of creditors; (v) the filing by such person of an answer admitting the material allegations of, or his or her consenting to, or defaulting in answering, a Bankruptcy petition filed against him or her in any Bankruptcy proceeding or petition seeking relief under Title 11 of the United States Code, as now constituted or as hereafter amended; or (vi) the entry of an order, judgment or decree by any court of competent jurisdiction adjudicating such person a bankrupt or insolvent or for relief in respect of such person or appointing a trustee or custodian of his or her assets and the continuance of such order, judgment or decree unstayed and in effect for a period of 60 consecutive days. BCE Agreement means the limited partnership agreement, limited liability company agreement or other governing document of any limited partnership, limited liability company or other entity named or referred to in the definition of any of BFREP, BFIP, BFGSO, BFCOMP or Other Blackstone Collateral Entity, as such limited partnership agreement, limited liability company agreement or other governing document may be amended, supplemented, restated or otherwise modified to date, and as such limited partnership agreement, limited liability company agreement or other governing document may be further amended, supplemented, restated or otherwise modified from time to time, and any Other Blackstone Collateral Entity limited partnership agreement, limited liability company agreement or other governing document. BCE Investment means any direct or indirect investment by any Blackstone Collateral Entity. BCEP means the collective reference to (i) Blackstone Core Equity Partners L.P., a Delaware limited partnership and (ii) any Alternative Investment Vehicles or Parallel Funds (each as defined in the partnership agreement for the partnership referred to in clause (i) above). BCOM is the collective reference to (i) Blackstone Communications Partners I L.P., a Delaware limited partnership and (ii) any other investment vehicle established pursuant to Article 2 of the partnership agreement for the partnership referred to in clause (i) above. BCP VI is the collective reference to (i) Blackstone Capital Partners VI L.P., a Delaware limited partnership and (ii) any Alternative Investment Vehicles or Parallel Funds (each as defined in the partnership agreement for the partnership referred to in clause (i) above). BCP VII is the collective reference to (i) Blackstone Capital Partners VII L.P. and Blackstone Capital Partners VII.2 L.P., each a Delaware limited partnership and (ii) any Alternative Investment Vehicles or Parallel Funds (each as defined in the partnership agreements for the partnerships referred to in clause (i) above). BCTP means (i) Blackstone Clean Technology Partners L.P., a Delaware limited partnership and (ii) any other Alternative Investment Vehicles or Parallel Funds (each as defined in the partnership agreement for the partnership referred to in clause (i) above). BEP means (i) Blackstone Energy Partners L.P. and Blackstone Energy Partners Q L.P., each a Delaware li

DEFINITIONS from Retirement Plan

The Plan is intended to comply with the requirements of the Employee Retirement Income Security Act of 1974 and Section 401(k) of the Internal Revenue Code of 1986, as amended, and the Regulations promulgated thereunder. Effective as of January 1, 1988, the Plan was amended and restated to reflect the merger, also effective as of that date, of the Plan with the Employee Stock Ownership Plan for which contributions were suspended. Effective as of October 1, 1990, the Plan was amended and restated to provide additional investment options. Certain officers, as set forth in Section 16 of the Securities Exchange Act of 1934 and the rules thereunder ("Section 16 Officer(s)"), are subject to special limitations on their ability to make "participant-directed transactions" under the Plan. These provisions are set forth in Section XII of the Plan and apply to Section 16 Officers notwithstanding any other inconsistent provisions in the Plan. Effective January 1, 1994, the Plan was amended and res

DEFINITIONS. The following terms, when used herein, shall have the meanings stated below unless a different meaning is otherwise indicated or required by the context. As used herein, the singular number shall be deemed to include the plural, unless a different meaning is clearly indicated by the context:Account - Savings Contribution Account, Matching Contribution Account, ESOP Account, Rollover Account, and Profit Sharing Account, respectively, maintained for a Participant (or an Eligible Employee) as applicable.Affiliate - Any corporation 80 percent or more of whose stock (based on voting power or value) is owned directly or indirectly by the Company and any partnership or trade or business which is 80 percent or more controlled directly or indirectly by the Company, except that with respect to Section 3.7 hereof "50 percent" shall be substituted for "80 percent."The term "Affiliate" shall also include any corporation, partnership, trade, or business that is 50 percent or more owned directly or indirectly by the Company and unrelated to the Company under Sections 414(b), 414(c), 414(m), and 414(o) of the Code. Any Affiliate that meets the foregoing definition and adopts the Plan in accordance with Article IX of the Plan shall be a Participating Affiliate in the Plan and is subject to the multiple employer plan rules of Section 413(c) of the Code and the Treasury Regulations issued thereunder.Board of Directors - The Board of Directors of the Company. Code - The Internal Revenue Code of 1986, as amended.Committee - The MDU Resources Group, Inc. Employee Benefits Committee appointed to administer the Plan pursuant to Article IV. Common Stock - Common Stock of the Company.Company - MDU Resources Group, Inc. or any successor thereto.Company Pension Plan - Any one or more of the following pension plans: MDU Resources Group, Inc. Pension Plan for Non-Bargaining Unit Employees, Knife River Corporation Salaried Employees' Pension Plan, and Williston Basin Interstate Pipeline Company Pension Plan.Compensation - The total compensation paid to an Eligible Employee by the Employer (not in excess of $200,000, as adjusted by the Secretary of the Treasury to reflect increases in the cost of living), unreduced by any savings contributions of the Eligible Employee to the Plan, and any amount contributed by the Employer pursuant to a salary reduction agreement and which is not includible in the gross income of an Employee under Sections 125, 132(f)(4), 402(e)(3), 402(h), or 403(b) of the Code, including any differential wage payment (as defined in Section 3401(h)(2) of the Code), but excluding other contributions to the Plan, contributions to other employee benefit plans, relocation allowances, club membership reimbursements, the cost of group life insurance that is added to taxable income of the Eligible Employee, and any other extra or additional compensation from the Employer which does not constitute base compensation, such as bonuses and other incentive compensation. Notwithstanding the foregoing, for the 2000 - 2003 Plan Years, for participants employed by International Line Builders, Inc., Highline Equipment, Inc. or Loy Clark Pipeline Co. Inc., Compensation shall include bonuses and dividend equivalents.Deferred Savings Feature - That portion of the Plan attributable to participation in a cash or deferred arrangement with the Company pursuant to Section 401(k) of the Code.Direct Rollover - For purposes of Section 4.7, a Direct Rollover is a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.Disability - A physical or mental condition of an Eligible Employee which results in permanent and total disability as defined by the Social Security Administration.Distributee - For purposes of Section 4.7, a Distributee includes an Employee or former Employee. In addition, the Employee's or former Employee's surviving spouse and the Employee's or former Employee's spouse or former spouse who is the alternate payee under a qualified domestic relations order (QDRO), as defined in Section 414(p) of the Code, are Distributees with regard to the interest of the spouse or former spouse.Effective Date -The "Effective Date" of the amendment and restatement of the Plan is January 1, 2017. The Plan was originally established effective January 1, 1984.Eligible Employee - An "Eligible Employee" means each regular full-time Employee or part-time Employee scheduled to work at least 1,000 hours a year who is at least 18 years of age and who is actively employed by the Employer, provided, however, that a part-time Employee scheduled to work less than 1,000 hours a year who completes more than 1,000 hours of service within a twelve-month period beginning on the Employee's employment date or in any subsequent Plan Year shall be an Eligible Employee. Notwithstanding the foregoing, unless specifically approved as an Eligible Employee by the Committee, an Employee of an Employer shall not be an Eligible Employee during any time wh