50% Uses in Certain Definitions Clause

Certain Definitions

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

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

Certain Definitions from Non Compete Agreement

THIS NON-COMPETE AGREEMENT (Agreement) is made and entered into as of April 7, 2017, by and between EagleBank, a Maryland chartered commercial bank (the Bank), and Charles Levingston (Executive).

Certain Definitions. As used in this Agreement, the following terms have the meanings set forth below: 2.1 Affiliate means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person, (ii) any Person owning or controlling fifty percent (50%) or more of the outstanding voting interests of such Person, (iii) any officer, director, general partner, managing member, or trustee of, or Person serving in a similar capacity with respect to, such Person, or (iv) any Person who is an officer, director, general partner, member, trustee, or holder of fifty percent (50%) or more of the voting interests of any Person described in clauses (i), (ii), or (iii) of this sentence. For purposes of this definition, the terms controlling, controlled by, or under common control with shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. 2.2 Bancorp means Eagle Bancorp, Inc., a Maryland corporation. 2.3 Bank is defined in the introduction to the Recitals. If the Bank is merged into any other Entity, or transfers substantially all of its business operations or assets to another Entity, the term Bank shall be deemed to include such successor Entity for purposes of applying Article 8 of this Agreement. 2.4 Bank Entities means and includes any of the Bank, Bancorp and their Affiliates. 2.5 Bank Regulatory Agency means any governmental authority, regulatory agency, ministry, department, statutory corporation, central bank or other body of the United States or of any other country or of any state or other political subdivision of any of them having jurisdiction over the Bank or any transaction contemplated, undertaken or proposed to be undertaken by the Bank, including, but not necessarily be limited to:

Certain Definitions from Agreement and Plan of Merger

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

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

Certain Definitions from Agreement and Plan of Merger

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

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

Certain Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is 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 Amended and Restated Employment Agreement

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Agreement) is made and entered into as of the 31st day of January, 2017, by and between EagleBank, a Maryland chartered commercial bank (the Bank), and Laurence E. Bensignor (Executive).

Certain Definitions. As used in this Agreement, the following terms have the meanings set forth below: 2.1 Affiliate means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person, (ii) any Person owning or controlling fifty percent (50%) or more of the outstanding voting interests of such Person, (iii) any officer, director, general partner, managing member, or trustee of, or Person serving in a similar capacity with respect to, such Person, or (iv) any Person who is an officer, director, general partner, member, trustee, or holder of fifty percent (50%) or more of the voting interests of any Person described in clauses (i), (ii), or (iii) of this sentence. For purposes of this definition, the terms controlling, controlled by, or under common control with shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. 2.2 Bancorp means Eagle Bancorp, Inc., a Maryland corporation, publicly traded as a bank holding company. 2.3 Bank is defined in the Recitals. If the Bank is merged into any other Entity, or transfers substantially all of its business operations or assets to another Entity, the term Bank shall be deemed to include such successor Entity for purposes of applying Article 8 of this Agreement. 2.4 Bank Entities means and includes any of the Bank, Bancorp and their Affiliates. 2.5 Bank Regulatory Agency means any governmental authority, regulatory agency, ministry, department, statutory corporation, central bank or other body of the United States or of any other country or of any state or other political subdivision of any of them having jurisdiction over the Bank or any transaction contemplated, undertaken or proposed to be undertaken by the Bank, including, but not necessarily be limited to:

Certain Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT is made as of [__], 2017, by and among REV Group, Inc., a Delaware corporation (the Company), the Persons listed on Schedule A hereto under the heading AIP (each, an AIP Person and, collectively, AIP), the Persons listed on Schedule A hereto under the heading JPM (each, a JPM Person and, collectively, JPM), the Persons listed on Schedule A hereto under the heading Management (Management) [and Ally Commercial Finance, LLC (Ally)].

Certain Definitions. As used herein, the following terms shall have the following meanings: Additional Piggyback Rights has the meaning set forth in Section 2.2(c). Affiliate means (a) with respect to any AIP Person or JPM Person, any Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, and includes any private equity investment fund the which is the primary investment advisor (or an Affiliate thereof) to such specified Person and (b) with respect to any other Person, any Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. It is understood and agreed that, for purposes hereof, (i) each AIP Person shall be deemed to be an Affiliate of every other AIP Person, (ii) each JPM Person shall be deemed to be an Affiliate of every other JPM Person, (iii) neither the Company nor any subsidiary of the Company shall be deemed to be an Affiliate of any Holder, and (iv) except as set forth in clauses (i) or (ii) above, no Holder shall be deemed to be an Affiliate of any other Holder. Agreement means this Registration Rights Agreement, as this agreement may be amended, modified, supplemented or restated from time to time after the date hereof. AIP has the meaning set forth in the preamble. AIP Person has the meaning set forth in the preamble and any subsequent Holder who is Assigned all, but not less than all, of such AIP Persons Registrable Securities in a single transaction in accordance with Section 4.5. [Ally has the meaning set forth in the preamble.] Assign means to directly or indirectly sell, transfer, assign, distribute, exchange, pledge, hypothecate, mortgage, grant a security interest in, encumber or otherwise dispose of Registrable Securities, whether voluntarily or by operation of law, including by way of a merger. Assignor, Assignee, Assigning and Assignment have meanings corresponding to the foregoing. automatic shelf registration statement has the meaning set forth in Section 2.4. Board means the Board of Directors of the Company. Business Day means any day other than a Saturday, Sunday or day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close. Carryover Amount for any Holder means, with respect to any registered offering in which such Holder elected not to participate after receipt of a notice under Section 2.2(a), a number of Registrable Securities equal to the number of Registrable Securities then held by such Holder, multiplied by a fraction (expressed as a percentage), the numerator of which is equal to the number of Registrable Securities sold by the Holder that sold the most Registrable Securities in such offering and the denominator of which is the number of Registrable Securities held by such Holder immediately prior to such offering. Claims has the meaning set forth in Section 2.9(a). Company Shares means common stock of the Company, par value $0.001 per share, and any and all securities of any kind whatsoever of the Company that may be issued by the Company after the date hereof in respect of, in exchange for, or in substitution of, Company Shares, pursuant to any stock dividends, splits, reverse splits, combinations, reclassifications, recapitalizations, reorganizations and the like occurring after the date hereof. Company Shares Equivalents means all options, warrants and other securities convertible into, or exchangeable or exercisable for (at any time or upon the occurrence of any event or contingency and without regard to any vesting or other conditions to which such securities may be subject) Company Shares or other equity securities of the Company (including, without limitation, any note or debt security convertible into or exchangeable for Company Shares or other equity securities of the Company). Company means REV Group, Inc. and any successor thereto. Demand Exercise Notice has the meaning set forth in Section 2.1(a). Demand Registration has the meaning set forth in Section 2.1(a). Demand Registration Request has the meaning set forth in Section 2.1(a). Exchange Act means the Securities Exchange Act of 1934, as amended. Expenses means any and all fees and expenses incident to the Companys performance of or compliance with Article 2, including, without limitation: (i) SEC, stock exchange or FINRA registration and filing fees and all listing fees and fees with respect to the inclusion of securities on the New York Stock Exchange or on any other securities market on which the Company Shares are listed or quoted, (ii) fees and expenses of compliance with state securities or blue sky laws and in connection with the preparation of a blue sky survey, including, without limitation, reasonable fees and expenses of outside blue sky counsel, (iii) printing and copying expenses, (iv) messenger and delivery expenses, (v) expenses incurred in connection with any road show, (vi) fees and disbursements of counsel for

CERTAIN DEFINITIONS from Exclusive Patent License Agreement

This License Agreement (Agreement) is made as of the 10th day of May, 2016 (Effective Date), by and between Miragen Therapeutics, Inc., a Delaware corporation, having a principal place of business at 6200 Lookout Road, Suite 100, Boulder CO 80301 (Company) and The Brigham and Womens Hospital, Inc., a not-for-profit Massachusetts corporation, with a principal place of business at 75 Francis Street, Boston, Massachusetts 02115 (Hospital), each referred to herein individually as a Party and collectively as the Parties.

CERTAIN DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings, unless the context requires otherwise. 1.1 Affiliate with respect to either Party shall mean any corporation or other legal entity other than that Party in whatever country organized, controlling, controlled by or under common control with that Party. The term control shall mean (i) in the case of Company, direct or indirect ownership of fifty percent (50%) or more of the voting securities having the right to elect directors, and (ii) in the case of Hospital, the power, direct or indirect, to elect or appoint fifty percent (50%) or more of the directors or trustees, or to cause direction of management and policies, whether through the ownership of voting securities, by contract or otherwise. 1.2 Claim shall mean any (a) pending claim of any Patent Right; or (b) issued and unexpired claim of any Patent Right, which claim (in each case of (a) and (b)) has not been permanently revoked, nor held unenforceable or invalid by a decision of a court or other governmental agency of competent jurisdiction that is unappealable or unappealed in the time allowed for appeal, and has not been disclaimed, denied or admitted to be invalid or unenforceable through reissue, re-examination, disclaimer or otherwise. 1.3 Combination Product shall mean a Therapeutic Product that combines one or more pharmacologically active ingredients (which term excludes, for clarity, excipients, controlled-release compositions, materials to increase bioavailability, solubility, and/or stability) not covered by or that do not infringe the Patent Rights (Other Components) with one or more pharmacologically active ingredients covered by or that would infringe the Patent Rights (but for the license hereunder)in a single formulation or final package presentation for Sale as a single unit. 1.4 Commercially Reasonable Efforts shall mean, with respect to a partys obligations under this Agreement, the carrying out of such obligations with a level of efforts and resources consistent for a similarly situated company in the applicable industry for the research, development and/or commercialization of a similarly situated therapeutic or diagnostic product as a Licensed Product at a similar stage of development and/or commercialization, taking into account the anticipated value of the commercial opportunity, the prevailing regulatory environment and competitive market conditions. 1.5 Cost shall mean cost of goods sold including direct unit cost of manufacturing and preparing the Product for Sale exclusive of selling, general and administrative expense, research and development expense and distribution costs as recorded pursuant to U.S. Generally Accepted Accounting Principles, the International Financial Reporting Standards or equivalent foreign regulations. 1.6 Diagnostic Product shall mean any Product or Process that is or uses an IVD Kit or LDT designed to diagnose or monitor the progression of a disease or condition (including response to treatment). 1.7 Distributor shall mean any third party entity to whom Company, a Company Affiliate or a Sublicensee has granted, express or implied, the right to distribute any Licensed Product pursuant to Section 2.1(b)(ii). 1.8 First Commercial Sale shall mean the initial Sale anywhere in the applicable License Territory of a Licensed Product. 1.9 IND shall mean investigational new drug application, clinical trial application, clinical trial exemption or similar or equivalent application or submission for approval to conduct human clinical investigation filed with or submitted to the applicable regulatory authority. 1.10 Initiation of a clinical trial shall mean the dosing of the first patient enrolled in such clinical trial. 1.11 IVD Kit shall mean a kit for use in in-vitro diagnostic testing. 1.12 LDT shall mean a laboratory developed test performed in a medical and/or clinical laboratory that is operating in compliance with the Clinical Laboratory Improvement Amendments of 1988 (CLIA), or its foreign equivalent, said test being performed on clinical specimens for the diagnosis, treatment and/or prevention of disease. 1.13 License Field shall mean all uses. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 1.14 License Territory shall mean worldwide. 1.15 Licensed Product shall mean any Therapeutic Product or Diagnostic Product. 1.16 Marketing Approval shall mean all approvals, including pricing and reimbursement approvals, necessary for the commercial Sale of a Licensed Product in the License Field in a given country or regulatory jurisdiction in the License Territory. Marketing Approval in EU shall be deemed achieved only if Marketing Approval (including pricing and reimbursement approval) has been obtained in at least two (2) of the following countries: France, Germany, Italy, Spai

CERTAIN DEFINITIONS from Exclusive Patent License Agreement

This License Agreement (Agreement) is made as of the 10th day of May, 2016 (Effective Date), by and between Miragen Therapeutics, Inc., a Delaware corporation, having a principal place of business at 6200 Lookout Road, Suite 100, Boulder CO 80301 (Company) and The Brigham and Womens Hospital, Inc., a not-for-profit Massachusetts corporation, with a principal place of business at 75 Francis Street, Boston, Massachusetts 02115 (Hospital), each referred to herein individually as a Party and collectively as the Parties.

CERTAIN DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings, unless the context requires otherwise. 1.1 Affiliate with respect to either Party shall mean any corporation or other legal entity other than that Party in whatever country organized, controlling, controlled by or under common control with that Party. The term control shall mean (i) in the case of Company, direct or indirect ownership of fifty percent (50%) or more of the voting securities having the right to elect directors, and (ii) in the case of Hospital, the power, direct or indirect, to elect or appoint fifty percent (50%) or more of the directors or trustees, or to cause direction of management and policies, whether through the ownership of voting securities, by contract or otherwise. 1.2 Claim shall mean any (a) pending claim of any Patent Right; or (b) issued and unexpired claim of any Patent Right, which claim (in each case of (a) and (b)) has not been permanently revoked, nor held unenforceable or invalid by a decision of a court or other governmental agency of competent jurisdiction that is unappealable or unappealed in the time allowed for appeal, and has not been disclaimed, denied or admitted to be invalid or unenforceable through reissue, re-examination, disclaimer or otherwise. 1.3 Combination Product shall mean a Therapeutic Product that combines one or more pharmacologically active ingredients (which term excludes, for clarity, excipients, controlled-release compositions, materials to increase bioavailability, solubility, and/or stability) not covered by or that do not infringe the Patent Rights (Other Components) with one or more pharmacologically active ingredients covered by or that would infringe the Patent Rights (but for the license hereunder)in a single formulation or final package presentation for Sale as a single unit. 1.4 Commercially Reasonable Efforts shall mean, with respect to a partys obligations under this Agreement, the carrying out of such obligations with a level of efforts and resources consistent for a similarly situated company in the applicable industry for the research, development and/or commercialization of a similarly situated therapeutic or diagnostic product as a Licensed Product at a similar stage of development and/or commercialization, taking into account the anticipated value of the commercial opportunity, the prevailing regulatory environment and competitive market conditions. 1.5 Cost shall mean cost of goods sold including direct unit cost of manufacturing and preparing the Product for Sale exclusive of selling, general and administrative expense, research and development expense and distribution costs as recorded pursuant to U.S. Generally Accepted Accounting Principles, the International Financial Reporting Standards or equivalent foreign regulations. 1.6 Diagnostic Product shall mean any Product or Process that is or uses an IVD Kit or LDT designed to diagnose or monitor the progression of a disease or condition (including response to treatment). 1.7 Distributor shall mean any third party entity to whom Company, a Company Affiliate or a Sublicensee has granted, express or implied, the right to distribute any Licensed Product pursuant to Section 2.1(b)(ii). 1.8 First Commercial Sale shall mean the initial Sale anywhere in the applicable License Territory of a Licensed Product. 1.9 IND shall mean investigational new drug application, clinical trial application, clinical trial exemption or similar or equivalent application or submission for approval to conduct human clinical investigation filed with or submitted to the applicable regulatory authority. 1.10 Initiation of a clinical trial shall mean the dosing of the first patient enrolled in such clinical trial. 1.11 IVD Kit shall mean a kit for use in in-vitro diagnostic testing. 1.12 LDT shall mean a laboratory developed test performed in a medical and/or clinical laboratory that is operating in compliance with the Clinical Laboratory Improvement Amendments of 1988 (CLIA), or its foreign equivalent, said test being performed on clinical specimens for the diagnosis, treatment and/or prevention of disease. 1.13 License Field shall mean all uses. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 1.14 License Territory shall mean worldwide. 1.15 Licensed Product shall mean any Therapeutic Product or Diagnostic Product. 1.16 Marketing Approval shall mean all approvals, including pricing and reimbursement approvals, necessary for the commercial Sale of a Licensed Product in the License Field in a given country or regulatory jurisdiction in the License Territory. Marketing Approval in EU shall be deemed achieved only if Marketing Approval (including pricing and reimbursement approval) has been obtained in at least two (2) of the following countries: France, Germany, Italy, Spai