Americas Uses in Definitions Clause

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of July 13, 2017, between Trovagene, Inc., a Delaware corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively the Purchasers).

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1: Acquiring Person shall have the meaning ascribed to such term in Section 4.5. Action shall have the meaning ascribed to such term in Section 3.1(j). 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 means the board of directors of the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1. Closing Date means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount and (ii) the Companys obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the third Trading Day following the date hereof. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Company Counsel means Sheppard, Mullin, Richter & Hampton LLP, with offices located at 30 Rockefeller Plaza, New York, New York 10112. Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith. EGS means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302. Evaluation Date shall have the meaning ascribed to such term in Section 3.1(s). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, and (d) up to 500,000 shares of common stock which may be issued for miscellaneous purposes provided such purpose(s) is approved by a majority of the disinterested directors of the Company, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, and provided such shares are issued as restricted securities (as defined in Rule 144) and are not subject to any registration rights that require or permit the filing of any registration statement within 90 days of the Closing Date. FCPA means the Foreign Corrupt Practices Act of 1977, as amended. FDA shall have the meaning ascribed to such term in Section 3.1

DEFINITIONS from Master Repurchase Agreement

This is a MASTER REPURCHASE AGREEMENT (the Agreement), dated as of November 4, 2016, between TH COMMERCIAL UBS LLC, a Delaware limited liability company (Seller) and UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (the Buyer).

DEFINITIONS. As used herein, the defined terms set forth below shall have the meanings set forth herein. Any capitalized term used but not defined herein shall have the meaning assigned to such term in the Pricing Letter. Additionally, as used herein, the following terms shall have the meanings defined in the Uniform Commercial Code: accounts, chattel paper (including electronic chattel paper), goods (including inventory and equipment and any accessions thereto), instruments (including promissory notes), documents, investment property, general intangibles (including payment intangibles and software), and supporting obligations, products and proceeds. 1934 Act shall have the meaning set forth in Section 33 hereof. A-Note shall mean the original promissory note, if any, that was executed and delivered in connection with the senior or pari passu senior position of a Commercial Mortgage Loan. Accepted Servicing Practices shall mean, with respect to any Purchased Asset, Requirements of Law, the provisions of Commercial Mortgage Loan Documents, the terms of the Collateral Administration Agreement and, to the extent consistent with the foregoing, customary and usual standards of practice of prudent institutional multifamily and commercial mortgage lenders, loan servicers and asset managers. Acquisition Cost shall mean the total cost to Seller of originating or acquiring a Purchased Asset, which shall mean (i) with respect to an originated Purchased Asset, the outstanding principal balance advanced by Seller to the related Obligor or (ii) with respect to an acquired Purchased Asset, the purchase price paid by Seller for such Purchased Asset. Affiliate shall mean with respect to any Person, any affiliate of such Person, as such term is defined in the Bankruptcy Code. Agreement shall mean this Master Repurchase Agreement between Buyer and Seller, dated as of the date hereof, as the same may be amended, restated, supplemented or otherwise modified, from time to time, in accordance with the terms hereof. ALTA shall mean American Land Title Association, or any successor thereto. Annual Debt Service shall mean, for any Purchased Asset twelve (12) times the monthly payment in effect on the date of determination with respect to the related Purchased Asset. Annual Financial Statement Date shall have the meaning set forth in the Pricing Letter. Anti-Money Laundering Laws shall have the meaning set forth in Section 11(x) hereof. Appraised Value shall mean, with respect to any Purchased Asset, the as is value set forth in a Qualified Appraisal of the related Mortgaged Property. Approved Bailee shall have the meaning assigned to such term in the Custodial Agreement. Approved CPA shall mean Ernst & Young LLP and its successors. Approved Product shall mean each Product approved by Buyer as identified in the Pricing Letter. Notwithstanding any reference to a Product herein, such Product shall not be an Approved Product unless expressly identified as such in the Pricing Letter or Transaction Request and Confirmation. Asset File shall mean the documents specified on Exhibit A to the Custodial Agreement, together with any additional documents and information required to be delivered to Buyer or its designee (including the Custodian) pursuant to this Agreement. Asset Schedule shall mean with respect to any Transaction as of any date, an Asset Schedule in the form of a computer tape or other electronic medium generated by Seller and delivered to Buyer in accordance with the terms of this Agreement and to Custodian as set forth in the Custodial Agreement, which provides information relating to the Purchased Assets in the form of Annex 1 to Exhibit F hereto. Asset Value shall have the meaning set forth in the Pricing Letter. Assignment and Acceptance shall have the meaning set forth in Section 18 hereof. Assignment of Leases shall mean, with respect to any Mortgage or other security agreement, an assignment of leases thereunder, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the Mortgaged Property is located to reflect the assignment of leases. Assignment of Mortgage shall mean an assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the sale of the Mortgage or other security agreement. ASTM shall have the meaning set forth in Schedule 1 hereof. B-Note shall mean the original promissory note, if any, that was executed and delivered in connection with the junior position of a Commercial Mortgage Loan. Bailee Letter shall have the meaning assigned to such term in the Custodial Agreement. Bankruptcy Code shall mean the United States Bankruptcy Code of 1978, as amended from time to time. Blank Assignment Documents shall have the meaning set forth in Section 3(b)(viii) hereof. Business Day shall mean a day other than (i) a Saturday or Sunday,

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of June 30, 2017, between MoSys, Inc., a Delaware corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively the Purchasers).

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1: Acquiring Person shall have the meaning ascribed to such term in Section 4.5. Action shall have the meaning ascribed to such term in Section 3.1(j). 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 means the board of directors of the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1. Closing Date means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount and (ii) the Companys obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the third Trading Day following the date hereof. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Company Counsel means Pillsbury Winthrop Shaw Pittman LLP, with offices located at 2550 Hanover Street, Palo Alto, California 94304-1115. Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith. EGS means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302. Evaluation Date shall have the meaning ascribed to such term in Section 3.1(s). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. FCPA means the Foreign Corrupt Practices Act of 1977, as amended. GAAP shall have the meaning ascribed to such term in Section 3.1(h). Indebtedness shall have the meaning ascribed to such term in Section 3.1(aa). Intellectual Property Rights shall have the meaning ascribed to such term in Section 3.1(p). Legend Removal Date shall have the meaning ascribed to such term in Section 4.1(c). Liens means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction. Material Adverse Effect shall have the meaning assigned to such term in Section 3.1(b). Material Permits shall have the meaning ascribed to such term in Section 3.1(n). Participation Maximum shall have the meaning as

Definitions from Form of Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of April 20, 2017, between Social Reality, Inc., a Delaware corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively, the Purchasers).

Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Debentures (as defined herein), and (b) the following terms have the meanings set forth in this Section 1.1: Acquiring Person shall have the meaning ascribed to such term in Section 4.7. Action shall have the meaning ascribed to such term in Section 3.1(j). 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 means the board of directors of the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1. Closing Date means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount and (ii) the Companys obligations to deliver the Securities, in each case, have been satisfied or waived. Closing Statement means the Closing Statement in the form on Annex A attached hereto. Commission means the United States Securities and Exchange Commission. Common Stock means the Class A common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Company Counsel means Pearlman Law Group LLP, with offices located at 200 Corporate Boulevard, N.W., Suite 210, Boca Raton, FL 33431. Conversion Price shall have the meaning ascribed to such term in the Debentures. Conversion Shares shall have the meaning ascribed to such term in the Debentures. Debentures means the 12.5% Senior Secured Convertible Debentures due, subject to the terms therein, three (3) years from their date of issuance, issued by the Company to the Purchasers hereunder, in the form of Exhibit A attached hereto. Deposit Account Control Agreement means the Deposit Account Control Agreement, dated the date hereof, by and among the Company, Wells Fargo N.A., the Purchasers and FastPay, in the form acceptable to the Purchasers. Disclosure Schedules shall have the meaning ascribed to such term in Section 3.1. EGS means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302. Effective Date means the earliest of the date that (a) the initial Registration Statement has been declared effective by the Commission, (b) all of the Underlying Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions, (c) following the one year anniversary of the Closing Date provided that a holder of the Underlying Shares is not an Affiliate of the Company or (d) all of the Underlying Shares may be sold pursuant to an exemption from registration under Section 4(a)(1) of the Securities Act without volume or manner-of-sale restrictions and Company Counsel has delivered to such holders a standing written unqualified opinion that resales may then be made by such holders of the Underlying Shares pursuant to such exemption which opinion shall be in form and substance reasonably acceptable to such holders. Evaluation Date shall have the meaning ascribed to such term in Section 3.1(s). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, consultants, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, provided, however, issuances to consultants shall be limited to up to 100,000 shares of Common Stock or options (subject to adjustment for forward and reverse stock splits and the like) during any 12 month period, (b) securities upon the ex

Definitions from Underwriting Agreement

The undersigned, Sunshine Heart, Inc., a Delaware corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of Sunshine Heart, Inc., the Company), hereby confirms its agreement (this Agreement) with the several underwriters (such underwriters, including the Representative (as defined below), the Underwriters and each an Underwriter) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the Representative and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

Definitions. In addition to the terms defined elsewhere in this Agreement, (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Certificate of Designation (as defined herein) and (b) the following terms have the meanings set forth in this Section 1.1: Action shall have the meaning ascribed to such term in Section 3.1(k). Affiliate means with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with such Person as such terms are used in and construed under Rule 405 under the Securities Act. Board of Directors means the board of directors of the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Certificate of Designation means the Certificate of Designation to be filed prior to the Closing by the Company with the Secretary of State of Delaware in the form of Exhibit A attached hereto. Closing means the closing of the purchase and sale of the Closing Securities pursuant to Section 2.1. Closing Date means the hour and the date on the Trading Day on which all conditions precedent to (i) the Underwriters obligations to pay the Closing Purchase Price and (ii) the Companys obligations to deliver the Closing Securities, in each case, have been satisfied or waived, but in no event later than 10:00 a.m. (New York City time) on the [third] Trading Day following the date hereof or at such earlier time as shall be agreed upon by the Representative and the Company. Closing Preferred Shares shall have the meaning ascribed to such term in Section 2.1(a)(ii). Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions. Closing Securities shall have the meaning ascribed to such term in Section 2.1(a)(iii). Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i). Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(iii). Combined Purchase Price shall have the meaning ascribed to such term in Section 2.1(b). Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Company Auditor means Ernst & Young LLP, with offices located at Suite 1400, 220 South Sixth Street, Minneapolis, MN 55402. Company Counsel means Honigman Miller Schwartz and Cohn LLP, with offices located at 350 East Michigan Avenue, Suite 300, Kalamazoo, Michigan 49007. Conversion Price shall have the meaning ascribed to such term in the Certificate of Designation. Conversion Shares shall have the meaning ascribed to such term in the Certificate of Designation. Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith. Effective Date shall have the meaning ascribed to such term in Section 3.1(f). EGS means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Execution Date shall mean the date on which the parties execute and enter into this Agreement. Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance

Definitions from Underwriting Agreement

The undersigned, Catalyst Biosciences, Inc., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Catalyst Biosciences, Inc., the Company), hereby confirms its agreement (this Agreement) with the several underwriters (such underwriters, including the Representative (as defined below), the Underwriters and each an Underwriter) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the Representative and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

Definitions. In addition to the terms defined elsewhere in this Agreement, (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Certificate of Designation (as defined herein) and (b) the following terms have the meanings set forth in this Section 1.1: Action shall have the meaning ascribed to such term in Section 3.1(k). Affiliate means with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with such Person as such terms are used in and construed under Rule 405 under the Securities Act. Board of Directors means the board of directors of the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Certificate of Designation means the Certificate of Designation to be filed prior to the Closing by the Company with the Secretary of State of Delaware in the form of Exhibit A attached hereto. Closing means the closing of the purchase and sale of the Closing Securities pursuant to Section 2.1. Closing Date means the hour and the date on the Trading Day on which all conditions precedent to (i) the Underwriters obligations to pay the Closing Purchase Price and (ii) the Companys obligations to deliver the Closing Securities, in each case, have been satisfied or waived, but in no event later than 10:00 a.m. (New York City time) on the second Trading Day following the date hereof or at such earlier time as shall be agreed upon by the Representative and the Company. Closing Preferred Shares shall have the meaning ascribed to such term in Section 2.1(a)(ii). Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions. Closing Securities shall have the meaning ascribed to such term in Section 2.1(a)(iii). Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i). Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(iii). Combined Purchase Price shall have the meaning ascribed to such term in Section 2.1(b). Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Company Auditor means EisnerAmper LLP, with offices located at 111 Wood Avenue South, Iselin, New Jersey 08830. Company Counsel means Morrison & Foerster LLP, with offices located at 425 Market Street, San Francisco, California 94105. Conversion Price shall have the meaning ascribed to such term in the Certificate of Designation. Conversion Shares shall have the meaning ascribed to such term in the Certificate of Designation. Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith. Effective Date shall have the meaning ascribed to such term in Section 3.1(f). EGS means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Execution Date shall mean the date on which the parties execute and enter into this Agreement. Exempt Issuance means the issuance of (a) shares of Common Stock, options or other equity awards to employees, officers or directors of the Company pursuant to any stock or option plan or other equity incentive plan duly adopted for such purpose by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company or as an inducement grant, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of March 22, 2017, between Alphatec Holdings, Inc., a Delaware corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively, the Purchasers).

Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Certificate of Designation (as defined herein), and (b) the following terms have the meanings set forth in this Section 1.1: Acquiring Person shall have the meaning ascribed to such term in Section 4.5. Action shall have the meaning ascribed to such term in Section 3.1(j). 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 means the board of directors of the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Certificate of Designation means the Certificate of Designation to be filed prior to the Closing by the Company with the Secretary of State of the State of Delaware, in the form of Exhibit A attached hereto. Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1. Closing Date means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount and (ii) the Companys obligations to deliver the Securities, in each case, have been satisfied or waived. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Company Counsel means Latham & Watkins LLP, with offices located at 12670 High Bluff Drive, San Diego, California 92310. Conversion Price shall have the meaning ascribed to such term in the Certificate of Designation. Conversion Shares shall have the meaning ascribed to such term in the Certificate of Designation. Disclosure Schedules shall have the meaning ascribed to such term in Section 3.1. Effective Date means the earliest of the date that (a) the initial Registration Statement has been declared effective by the Commission, (b) all of the Shares and Underlying Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions, (c) following the one -year anniversary of the Closing Date provided that a holder of Shares or Underlying Shares is not an Affiliate of the Company, or (d) all of the Shares and Underlying Shares may be sold pursuant to an exemption from registration under Section 4(a)(1) of the Securities Act without volume or manner-of-sale restrictions and Company Counsel has delivered to such holders a standing written unqualified opinion that resales may then be made by such holders of the Shares and Underlying Shares pursuant to such exemption which opinion shall be in form and substance reasonably acceptable to such holders. EGS means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302. Escrow Agent means Signature Bank, a New York State chartered bank, with offices at 261 Madison Avenue, New York, New York 10016. Escrow Agreement means the escrow agreement entered into prior to the date hereof, by and among the Company, the Escrow Agent and the Placement Agent pursuant to which the Purchasers shall deposit Subscription Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder. Evaluation Date shall have the meaning ascribed to such term in Section 3.1(s). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Exempt Issuance means (i) the issuance of (a) shares of Common Stock or options to employees, officers, directors or consultants of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, or the filing of a Registration Statement on Form S-8 with respect ther

Definitions from Senior Note

INDENTURE, dated as of March 3, 2017, among ENCORE CAPITAL GROUP, INC., a Delaware corporation, as issuer (the Company, as more fully set forth in Section 1.01), MIDLAND CREDIT MANAGEMENT, INC., as guarantor (the Guarantor, as more fully set forth in Section 1.01), and MUFG UNION BANK, N.A., a national banking association, as trustee (the Trustee, as more fully set forth in Section 1.01).

Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. The words herein, hereof, hereunder, and words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article include the plural as well as the singular. Additional Interest means all amounts, if any, payable pursuant to Section 4.06(d), Section 4.06(e) and Section 6.03, as applicable. Additional Shares shall have the meaning specified in Section 13.03. Affiliate has the meaning given to it in Rule 144(a)(1) under the Securities Act. Authorized Denomination means, with respect to a Note, a principal amount thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof. Averaging Period shall have the meaning specified in Section 13.04(e). Bid Solicitation Agent means the Company or the Person appointed by the Company to solicit bids for the Trading Price of the Notes in accordance with Section 13.01(b)(i). The Company shall initially act as the Bid Solicitation Agent. Board of Directors means the board of directors of the Company or a committee of such board duly authorized to act for it hereunder. Board Resolution means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors, and to be in full force and effect on the date of such certification, and delivered to the Trustee. Business Day means, with respect to any Note, any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed. Capital Stock means, for any entity, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) stock issued by that entity. Cash Settlement shall have the meaning specified in Section 13.02(a). The term close of business means 5:00 p.m. (New York City time). Combination Settlement shall have the meaning specified in Section 13.02(a). Commission means the U.S. Securities and Exchange Commission. Common Equity of any Person means Capital Stock of such Person that is generally entitled (a) to vote in the election of directors of such Person or (b) if such Person is not a corporation, to vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management or policies of such Person. Common Stock means the common stock of the Company, par value $0.01 per share, at the date of this Indenture, subject to Section 13.07. Common Stock Change Event shall have the meaning specified in Section 13.07(a). Company shall have the meaning specified in the first paragraph of this Indenture, and subject to the provisions of Article XI, shall include its successors and assigns. Company Order means a written order of the Company, signed by (a) the Companys Chief Executive Officer, Chief Financial Officer, President, Executive or Senior Vice President, or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title Vice President) and (b) any such other Officer designated in clause (a) of this definition or the Companys Treasurer or any Assistant Treasurer or Secretary or any Assistant Secretary, and delivered to the Trustee. Conversion Agent shall have the meaning specified in Section 4.02. Conversion Date shall have the meaning specified in Section 13.02(c). Conversion Obligation shall have the meaning specified in Section 13.01(a). Conversion Price means as of any date, $1,000 divided by the Conversion Rate as of such date. Conversion Rate shall have the meaning specified in Section 13.01(a). Corporate Trust Office means the designated office of the Trustee at which at any time its corporate trust business shall be administered (which office at the date of this Indenture is located at 1251 Avenue of the Americas, 19th Floor, New York, NY 10020, Attention: Corporate Trust Administration (except that, for presentation of bonds for payment, registration of transfer and exchange, such office, at the date of this Indenture, is 445 South Figueroa Street, Suite 401, Los Angeles, CA 90071, Attention: Corporate Trust Operations)), or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the designated corporate trust office of any successor trustee (or such other address as such successor trustee may designate from time to time by notice to the Holders and the Company). Custodian means the Trustee, as custodian for DTC, with respect to the Global Notes, or any successor entity thereto. Daily Conversion Value means, for each of the 40 consecu

Definitions from Underwriting Agreement

Haywood Securities Inc. As a Representative of the Several underwriters, if any, named in Schedule I hereto Suite 700, 200 Burrard St. Vancouver, BC, Canada V6C 3L6

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1: Action shall have the meaning ascribed to such term in Section 3.1(k) . Affiliate means with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with such Person as such terms are used in and construed under Rule 405 under the Securities Act. Board of Directors means the board of directors of the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Closing means the closing of the purchase and sale of the Closing Securities pursuant to Section 2.1. Closing Date means the hour and the date on the Trading Day on which all conditions precedent to (i) the Underwriters obligations to pay the Closing Purchase Price, and (ii) the Companys obligations to deliver the Closing Securities, in each case, have been satisfied or waived, but in no event later than 10:00 a.m. (New York City time) on the third Trading Day following the date hereof or at such earlier time as shall be agreed upon by the Representatives and the Company. Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions. Closing Securities shall have the meaning ascribed to such term in Section 2.1(a)(ii) . Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i) . Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii) . Combined Purchase Price shall have the meaning ascribed to such term in Section 2.1(b) . Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Company Auditor means Ernst & Young LLP, with offices located at Pacific Centre, 700 West Georgia Street, Vancouver, BC V7Y 1C7. Company Counsel means McMillan LLP, with offices located at Royal Centre, 1055 W. Georgia Street, Suite 1500, Vancouver, BC V6E 4N7. Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith. Effective Date shall have the meaning ascribed to such term in Section 3.1(f) . EGS means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Execution Date shall mean the date on which the parties execute and enter into this Agreement. Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. FCPA means the Foreign Corrupt Practices Act of 1977, as amended. FINRA means the Financial Industry Regulatory Au

Definitions from Underwriting Agreement

The undersigned, EnteroMedics Inc., a Delaware corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of EnteroMedics Inc., the Company), hereby confirms its agreement (this Agreement) with the several underwriters (such underwriters, including the Representative (as defined below), the Underwriters and each an Underwriter) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the Representative and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

Definitions. In addition to the terms defined elsewhere in this Agreement (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Certificate of Designation (as defined herein) and (b) the following terms have the meanings set forth in this Section 1.1: Action shall have the meaning ascribed to such term in Section 3.1(k). Affiliate means with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with such Person as such terms are used in and construed under Rule 405 under the Securities Act. Board of Directors means the board of directors of the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Certificate of Designation means the Certificate of Designation to be filed prior to the Closing by the Company with the Secretary of State of Delaware, in the form of Exhibit A attached hereto. Closing means the closing of the purchase and sale of the Closing Securities pursuant to Section 2.1. Closing Date means the hour and the date on the Trading Day on which all conditions precedent to (i) the Underwriters obligations to pay the Closing Purchase Price and (ii) the Companys obligations to deliver the Closing Securities, in each case, have been satisfied or waived, but in no event later than 10:00 a.m. (New York City time) on the third Trading Day following the date hereof or at such earlier time as shall be agreed upon by the Representative and the Company. Closing Preferred Shares shall have the meaning ascribed to such term in Section 2.1(a)(i). Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions. Closing Securities shall have the meaning ascribed to such term in Section 2.1(a)(iii). Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(ii). Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(iii). Combined Preferred Purchase Price shall have the meaning ascribed to such term in Section 2.1(b). Combined Purchase Price shall have the meaning ascribed to such term in Section 2.1(b). Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.01 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Company Auditor means , with offices located at . Company Counsel means Dorsey & Whitney LLP, with offices located at 50 South Sixth Street, Minneapolis, Minnesota 55402. Conversion Price shall have the meaning ascribed to such term in the Certificate of Designation. Conversion Shares shall have the meaning ascribed to such term in the Certificate of Designation. Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith. Effective Date shall have the meaning ascribed to such term in Section 3.1(f). EGS means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Execution Date shall mean the date on which the parties execute and enter into this Agreement. Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall