Board of Directors of Company Uses in Definitions Clause

Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (this Agreement) is dated as of May 9, 2016, by and among Sunshine Bancorp, Inc., a Maryland corporation (Buyer), Sunshine Bank, a Federal savings bank and a wholly-owned subsidiary of Buyer (Buyer Bank), FBC Bancorp, Inc., a Florida corporation (Company), and Florida Bank of Commerce, a Florida state bank and wholly-owned subsidiary of Company (Company Bank).

Definitions. The following terms are used in this Agreement with the meanings set forth below: Acquisition Proposal has the meaning set forth in Section 5.10(a). Acquisition Transaction has the meaning set forth in Section 5.10(a). Affiliate means, with respect to any Person, any other Person controlling, controlled by or under common control with such Person. As used in this definition, control (including, with its correlative meanings, controlled by and under common control with) means the possession, directly or indirectly, of 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. Agreement has the meaning set forth in the preamble to this Agreement. Articles of Merger has the meaning set forth in Section 1.05(a). ASC 320 means GAAP Accounting Standards Codification Topic 320. Associate when used to indicate a relationship with any Person means (1) any corporation or organization (other than Company or any of its Subsidiaries) of which such Person is an officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities, (2) any trust or other estate in which such Person has a substantial beneficial interest or serves as trustee or in a similar fiduciary capacity, or (3) any immediate family member of such Person. ASTM has the meaning set forth in Section 5.01(w). Average Closing Price has the meaning set forth in Section 7.01(i). Average VWAP means, for any date, the average of the VWAP for such date and the four (4) Trading Days preceding such date. Bank Merger has the meaning set forth in the recitals. Bank Secrecy Act means the Bank Secrecy Act of 1970, as amended. Book-Entry Share means any non-certificated share held by book entry in the Companys stock transfer book, which immediately prior to the Effective Time represents an outstanding share of Company Common Stock. Burdensome Conditions has the meaning set forth in Section 5.07(a). Business Day means Monday through Friday of each week, except a legal holiday recognized as such by the U.S. government or any day on which banking institutions in the State of Florida are authorized or obligated to close. Buyer 2015 Form 10-K has the meaning set forth in Section 4.06(b). Buyer 401(a) Plan has the meaning set forth in Section 4.16(b). Buyer has the meaning set forth in the preamble to this Agreement. Buyer Articles has the meaning set forth in Section 4.02(a). Buyer Bank has the meaning set forth in the preamble to this Agreement. Buyer Bank Shareholder Approval has the meaning set forth in Section 4.05. Buyer Benefit Plans means all benefit and compensation plans, contracts, policies or arrangements (i) covering Buyer Controlled Group Members, (ii) covering current or former directors of Buyer or any of its Subsidiaries, or (iii) with respect to which Buyer or any Subsidiary has or may have any liability or contingent liability (including liability arising from affiliation under Section 414 of the Code or Section 4001 of ERISA) including, but not limited to, employee benefit plans within the meaning of Section 3(3) of ERISA, and deferred compensation, stock option, stock purchase, stock appreciation rights, stock based, incentive and bonus plans. Buyer Bylaws has the meaning set forth in Section 4.02(a). Buyer Common Stock means the common stock, $0.01 par value per share, of Buyer. Buyer Controlled Group Members means the current or former employees of Buyer, any of its Subsidiaries or any of Buyers related organizations described in Code Sections 414(b), (c) or (m). Buyer Disclosure Schedule has the meaning set forth in Section 4.01(a). Buyer Loan has the meaning set forth in Section 4.22(a). Buyer Material Contracts has the meaning set forth in Section 4.15(a). Buyer Meeting has the meaning set forth in Section 5.05(a). Buyer Ratio has the meaning set forth in Section 7.01(i). Buyer Regulatory Agreement has the meaning set forth in Section 4.18. Buyer Reports has the meaning set forth in Section 4.06(a). Buyer Stock Plan means all equity plans of Buyer or any Subsidiary, including the 2015 Equity Incentive Plan, and any sub-plans adopted thereunder, each as amended to date. Buyer Voting Agreement or Buyer Voting Agreements shall have the meaning set forth in the recitals to this Agreement. Certificate means any outstanding certificate, which immediately prior to the Effective Time represents one or more outstanding shares of Company Common Stock. Claim has the meaning set forth in Section 5.11(a). Closing and Closing Date have the meanings set forth in Section 1.05(c). Closing Date Share Certification means the certificate, delivered by an officer of Company on behalf of Company at the Closing, certifying the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time. Code has the meaning set forth in Section 2.04. Community Reinvestment Act means the Community

Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (this Agreement) is dated as of November 9, 2015, by and among Bank of the Ozarks, Inc., an Arkansas corporation (Buyer), Bank of the Ozarks, an Arkansas state banking corporation and a wholly-owned subsidiary of Buyer (Buyer Bank), C1 Financial, Inc., a Florida corporation (Company), and C1 Bank, a Florida state bank and wholly-owned subsidiary of Company (Company Bank).

Definitions. The following terms are used in this Agreement with the meanings set forth below: ABCA means the Arkansas Business Corporation Act of 1987, as amended. Acquisition Proposal has the meaning set forth in Section 5.09(a). Acquisition Transaction has the meaning set forth in Section 5.09(a). Additional Environmental Assessment has the meaning set forth in Section 5.15(d). Affiliate means, with respect to any Person, any other Person controlling, controlled by or under common control with such Person. As used in this definition, control (including, with its correlative meanings, controlled by and under common control with) means the possession, directly or indirectly, of 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. Agreement has the meaning set forth in the preamble to this Agreement. Articles of Bank Merger has the meaning set forth in Section 1.05(b). Articles of Merger has the meaning set forth in Section 1.05(a). ASC 320 means GAAP Accounting Standards Codification Topic 320. Associate when used to indicate a relationship with any Person means (1) any corporation or organization (other than Company or any of its Subsidiaries) of which such Person is an officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities, (2) any trust or other estate in which such Person has a substantial beneficial interest or serves as trustee or in a similar fiduciary capacity, or (3) any immediate family member of such Person. ASTM has the meaning set forth in Section 5.01(w). Bank Merger has the meaning set forth in the recitals. Bank Secrecy Act means the Bank Secrecy Act of 1970, as amended. BOLI has the meaning set forth in Section 3.33(b). Book-Entry Share means any non-certificated share held by book entry in the Companys stock transfer book, which immediately prior to the Effective Time represents an outstanding share of Company Common Stock. Brazilian Adjustment means the Brazilian Delta multiplied by .61425. Brazilian Delta has the meaning set forth in the definition of Brazilian Purchase Agreement. Brazilian Loans means the loans set forth on Company Disclosure Schedule 8.01(b). Brazilian Purchase Agreement means either (i) the agreement between the Buyer and the Brazilian Standby Purchaser substantially in the form attached as Exhibit D and entered into promptly after the execution of this Agreement, whereby the Brazilian Standby Purchaser will purchase the Brazilian Loans immediately after the Effective Time and the Dividend (the Brazilian Standby Purchase Agreement), or (ii) if the Brazilian Loans are to be sold to one or more persons other than the Brazilian Standby Purchaser, one or more agreements, pursuant to the terms of which such person(s) agree to purchase for cash the Brazilian Loans for an aggregate purchase price equal to or in excess of the Brazilian Standby Purchase Price (the excess of such purchase price over the Brazilian Standby Purchase Price, being the Brazilian Delta) on terms and conditions no less favorable to Company and Company Bank (or Buyer and Buyer Bank, as successor in interest) than the terms of the Brazilian Standby Purchase Agreement. Brazilian Standby Purchase Agreement has the meaning set forth in the definition of Brazilian Purchase Agreement. Brazilian Standby Purchase Price means the amount payable for the purchase of the Brazilian Loans in accordance with the Brazilian Standby Purchase Agreement before such amount is converted into Buyer Common Stock. Brazilian Standby Purchaser means CBM Holdings Qualified Family, L.P., or a wholly-owned subsidiary thereof. Burdensome Conditions has the meaning set forth in Section 5.06(a). Business Day means Monday through Friday of each week, except a legal holiday recognized as such by the U.S. government or any day on which banking institutions in the State of Florida are authorized or obligated to close. Buyer 2014 Form 10-K has the meaning set forth in Section 4.06(b). Buyer has the meaning set forth in the preamble to this Agreement. Buyer Articles has the meaning set forth in Section 4.02(a). Buyer Average Stock Price means the average closing price of Buyer Common Stock on NASDAQ, as reported by Bloomberg L.P. for the ten (10) consecutive trading days ending on the second (2nd) Business Day prior to the Closing Date (the Measurement Period), rounded to three decimal places; provided, that the Buyer Average Stock Price shall be not less than $39.79 nor greater than $66.31, in either of which case the Exchange Ratio shall be fixed based upon such upper or lower level, as the case may be. Buyer Bank has the meaning set forth in the preamble to this Agreement. Buyer Benefit Plans means all benefit and compensation plans, contracts, policies or arrangements (i) covering current or former employees of Buyer or any of its Subsidiaries, (ii) covering current or former dire

Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (this Agreement) is dated as of October 19, 2015, by and among Bank of the Ozarks, Inc., an Arkansas corporation (Buyer), Bank of the Ozarks, an Arkansas state banking corporation and a wholly-owned subsidiary of Buyer (Buyer Bank), Community & Southern Holdings, Inc., a Delaware corporation (Company), and Community & Southern Bank, a Georgia state bank and wholly-owned subsidiary of Company (Company Bank).

Definitions. The following terms are used in this Agreement with the meanings set forth below: ABCA means the Arkansas Business Corporation Act of 1987, as amended. Acquisition Proposal has the meaning set forth in Section 5.09(a). Acquisition Transaction has the meaning set forth in Section 5.09(a). Additional Environmental Assessment has the meaning set forth in Section 5.15(d). Affiliate means, with respect to any Person, any other Person controlling, controlled by or under common control with such Person. As used in this definition, control (including, with its correlative meanings, controlled by and under common control with) means the possession, directly or indirectly, of 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. Agreement has the meaning set forth in the preamble to this Agreement. Articles of Bank Merger has the meaning set forth in Section 1.05(b). Articles of Merger has the meaning set forth in Section 1.05(a). ASC 320 means GAAP Accounting Standards Codification Topic 320. Associate when used to indicate a relationship with any Person means (1) any corporation or organization (other than Company or any of its Subsidiaries) of which such Person is an officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities, (2) any trust or other estate in which such Person has a substantial beneficial interest or serves as trustee or in a similar fiduciary capacity, or (3) any relative or family member of such Person. ASTM has the meaning set forth in Section 5.01(w). Audited Financial Statements has the meaning set forth in Section 3.08(a). Bank Merger has the meaning set forth in the recitals. Bank Secrecy Act means the Bank Secrecy Act of 1970, as amended. BOLI has the meaning set forth in Section 3.33(b). Book-Entry Shares means any non-certificated share held by book entry in the Companys stock transfer book, which immediately prior to the Effective Time represents an outstanding share of Company Common Stock. Burdensome Conditions has the meaning set forth in Section 5.06(a). Business Day means Monday through Friday of each week, except a legal holiday recognized as such by the U.S. government or any day on which banking institutions in the State of Delaware are authorized or obligated to close. Buyer has the meaning set forth in the preamble to this Agreement. Buyer Articles has the meaning set forth in Section 4.02(a). Buyer Average Stock Price means the volume weighted average price of Buyers Common Stock on NASDAQ, as reported by Bloomberg L.P. for the fifteen (15) consecutive trading days ending on the second (2nd) Business Day prior to the Closing Date, rounded to three decimal places; provided, that the Buyer Average Stock Price shall be not less than $34.10 nor greater than $56.84, in either of which case the Exchange Ratio shall be fixed based upon such upper or lower level, as the case may be. Buyer Bank has the meaning set forth in the preamble to this Agreement. Buyer Benefit Plans means all benefit and compensation plans, contracts, policies or arrangements (i) covering current or former employees of Buyer or any of its Subsidiaries, (ii) covering current or former directors of Buyer or any of its Subsidiaries, or (iii) with respect to which Buyer or any Subsidiary has or may have any liability or contingent liability (including liability arising from affiliation under Section 414 of the Code or Section 4001 of ERISA) including, but not limited to, employee benefit plans within the meaning of Section 3(3) of ERISA, and deferred compensation, stock option, stock purchase, stock appreciation rights, stock based, incentive and bonus plans. Buyer Bylaws has the meaning set forth in Section 4.02(a). Buyer Common Stock means the common stock, $0.01 par value per share, of Buyer. Buyer Disclosure Schedule has the meaning set forth in Section 4.01(a). Buyer Meeting has the meaning set forth in Section 5.04(b). Buyer Recommendation has the meaning set forth in Section 5.04(b). Buyer Reports has the meaning set forth in Section 4.06(a). Certificate means any outstanding certificate, which immediately prior to the Effective Time, represents an outstanding share of Company Common Stock. Certificate of Merger has the meaning set forth in Section 1.05(a). CertusBank Transaction means Company Banks purchase and assumption of the certain assets and liabilities of CertusBank, N.A., pursuant to that certain Purchase & Assumption Agreement by and between Company Bank and CertusBank, N.A. dated as of June 1, 2015, as amended. Claim has the meaning set forth in Section 5.10(a). Closing and Closing Date have the meanings set forth in Section 1.05(c). Closing Consolidated Net Book Value means the unaudited consolidated net stockholders equity of Company as of the Determination Date, determined in accordance with GAAP, but without giving effect to the

Definitions from Compensation Plan

Definitions. The following capitalized terms used in the Plan have the respective meanings set forth in this Section 2: Act means the Securities Exchange Act of 1934, as amended, or any successor thereto. Affiliate means with respect to Company, any entity directly or indirectly controlling, controlled by, or under common control with, Company or any other entity designated by the Board in which Company or an Affiliate has an interest. Award means an Option or Stock Appreciation Right granted pursuant to the Plan. Board means the Board of Directors of Company. Change of Control means any event which is a change in control event as defined in Treasury Regulation Section 1.409A-3(i)(5) or any subsequent regulation or authoritative governmental interpretation of Section 409A(a)(2)(A)(v) of the Code, including any amendments thereto. To the extent consistent with such definition, a Change of Control means a transaction or a series of transactions occurring within any single 12-month period in which:

DEFINITIONS from Amended and Restated

THIS EMPLOYMENT AGREEMENT (the "Agreement") amends and restates as of June 16 2015, the Employment Agreement dated as of the 18th day of October, 2011, by and between ASB BANCORP, INC., a North Carolina corporation ("Company"), ASHEVILLE SAVINGS BANK, S.S.B., a North Carolina chartered savings bank (the "Bank"), and KIRBY A. TYNDALL ("Executive"). For purposes of this Agreement, the term "Employer" shall mean the Company and the Bank.

DEFINITIONS. The following terms shall have the following meanings for all purposes of this Agreement: Base Salary means the annual base compensation specified in Section 4 below. Board means, unless otherwise indicated by the context, the Board of Directors of Company and the Board of Directors of the Bank. Cause means any of the reasons listed in Section 7(d) below for which this Agreement may be terminated or Executive may be discharged prior to the end of the Term hereof. Change of Control means and shall be deemed to have occurred upon the occurrence of any of the following events. (1) The acquisition by any "person" or "group" (as defined in or pursuant to Sections 13(d) and 14(d) of the Exchange Act) (other than Company, any Subsidiary or any Company or Subsidiary's employee benefit plan), directly or indirectly, as "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of securities representing more than fifty percent (50%) of either the then outstanding shares or the combined voting power of the then outstanding securities of Company or the Bank;

DEFINITIONS from Employment Agreement

THIS EMPLOYMENT AGREEMENT (the "Agreement") amends and restates as of June 16, 2015, the Employment Agreement dated as of the 18th day of October, 2011, by and between ASB BANCORP, INC., a North Carolina corporation ("Company"), ASHEVILLE SAVINGS BANK, S.S.B., a North Carolina chartered savings bank (the "Bank"), and DAVID A. KOZAK ("Executive"). For purposes of this Agreement, the term "Employer" shall mean the Company and the Bank.

DEFINITIONS. The following terms shall have the following meanings for all purposes of this Agreement: Base Salary means the annual base compensation specified in Section 4 below. Board means, unless otherwise indicated by the context, the Board of Directors of Company and the Board of Directors of the Bank. Cause means any of the reasons listed in Section 7(d) below for which this Agreement may be terminated or Executive may be discharged prior to the end of the Term hereof. Change of Control means and shall be deemed to have occurred upon the occurrence of any of the following events. (1) The acquisition by any "person" or "group" (as defined in or pursuant to Sections 13(d) and 14(d) of the Exchange Act) (other than Company, any Subsidiary or any Company or Subsidiary's employee benefit plan), directly or indirectly, as "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of securities representing more than fifty percent (50%) of either the then outstanding shares or the combined voting power of the then outstanding securities of Company or the Bank;

DEFINITIONS from Employment Agreement

THIS EMPLOYMENT AGREEMENT (the "Agreement") amends and restates as of June 16, 2015, the Employment Agreement dated as of the 18th day of December, 2012, by and between ASB BANCORP, INC., a North Carolina corporation ("Company"), ASHEVILLE SAVINGS BANK, S.S.B., a North Carolina chartered savings bank (the "Bank"), and Vikki D. Bailey ("Executive"). For purposes of this Agreement, the term "Employer" shall mean the Company and the Bank.

DEFINITIONS. The following terms shall have the following meanings for all purposes of this Agreement: Base Salary means the annual base compensation specified in Section 4 below. Board means, unless otherwise indicated by the context, the Board of Directors of Company and the Board of Directors of the Bank. Cause means any of the reasons listed in Section 7(d) below for which this Agreement may be terminated or Executive may be discharged prior to the end of the Term hereof. Change of Control means and shall be deemed to have occurred upon the occurrence of any of the following events. (1) The acquisition by any "person" or "group" (as defined in or pursuant to Sections 13(d) and 14(d) of the Exchange Act) (other than Company, any Subsidiary or any Company or Subsidiary's employee benefit plan), directly or indirectly, as "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of securities representing more than fifty percent (50%) of either the then outstanding shares or the combined voting power of the then outstanding securities of Company or the Bank;

DEFINITIONS from Employment Agreement

THIS EMPLOYMENT AGREEMENT (the "Agreement") amends and restates as of June 16 2015, the Employment Agreement dated as of the 18th day of October, 2011, by and between ASB BANCORP, INC., a North Carolina corporation ("Company"), ASHEVILLE SAVINGS BANK, S.S.B., a North Carolina chartered savings bank (the "Bank"), and SUZANNE S. DEFERIE ("Executive"). For purposes of this Agreement, the term "Employer" shall mean the Company and the Bank.

DEFINITIONS. The following terms shall have the following meanings for all purposes of this Agreement: Base Salary means the annual base compensation specified in Section 4 below. Board means, unless otherwise indicated by the context, the Board of Directors of Company and the Board of Directors of the Bank. Cause means any of the reasons listed in Section 7(d) below for which this Agreement may be terminated or Executive may be discharged prior to the end of the Term hereof. Change of Control means and shall be deemed to have occurred upon the occurrence of any of the following events. (1) The acquisition by any "person" or "group" (as defined in or pursuant to Sections 13(d) and 14(d) of the Exchange Act) (other than Company, any Subsidiary or any Company or Subsidiary's employee benefit plan), directly or indirectly, as "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of securities representing more than fifty percent (50%) of either the then outstanding shares or the combined voting power of the then outstanding securities of Company or the Bank;

Definitions

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT AND COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.

Definitions. Unless the context otherwise requires, when used herein the following terms shall have the meaning indicated: "Affiliate" shall mean, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is controlled by, or is under common control with, such Person. "Board" shall mean the Board of Directors of Company. "Business Day" means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business. "Company" has the meaning set forth in the first paragraph hereof. "Company's Knowledge" means the actual knowledge of the executive officers (as defined in Rule 405 under the 1933 Act) of the Company, after due inquiry. "Control" (including the terms "controlling", "controlled by" or "under common control with") means 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. "Event of Default" has the meaning set forth in Section 5 hereof. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. "Face Amount" has the meaning set forth in the first paragraph hereof. "Hedging Agreement" means any interest rate swap, collar, cap, floor or forward rate agreement or other agreement regarding the hedging of interest rate risk exposure executed in connection with hedging the interest rate exposure of any Person and any confirming letter executed pursuant to such agreement, all as amended, supplemented, restated or otherwise modified from time to time. "Holder" has the meaning set forth in the first paragraph hereof. "Indebtedness" means any liability or obligation (i) for borrowed money, other than trade payables incurred in the ordinary course of business, (ii) evidenced by bonds, debentures, notes, or other similar instruments, (iii) in respect of letters of credit or other similar instruments (or reimbursement obligations with respect thereto), except letters of credit or other similar instruments issued to secure payment of trade payables or obligations in respect of workers' compensation, unemployment insurance and other social security laws or regulations, all arising in the ordinary course of business, (iv) to pay the deferred purchase price of property or services, except trade payables arising in the ordinary course of business consistent with past practices, (v) as lessee under capitalized leases, (vi) secured by a Lien on any asset of the Company or a Subsidiary, whether or not such obligation is assumed by the Company or such Subsidiary. "Intellectual Property" means all of the following: (i) patents, patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice); (ii) trademarks, service marks, trade dress, trade names, corporate names, logos, slogans and Internet domain names, together with all goodwill associated with each of the foregoing; (iii) copyrights and copyrightable works; (iv) registrations, applications and renewals for any of the foregoing; and (v) proprietary computer software (including but not limited to data, data bases and documentation). "Investment" means, for any Person: (a) the acquisition (whether for cash, property, services or securities or otherwise) of capital stock, bonds, notes, debentures, partnership or other ownership interests or other securities of any other Person or any agreement to make any such acquisition (including, without limitation, any "short sale" or any sale of any securities at a time when such securities are not owned by the Person entering into such sale); (b) the making of any deposit with, or advance, loan or other extension of credit to, any other Person (including the purchase of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such Person), but excluding any such advance, loan or extension of credit having a term not exceeding 90 days arising in connection with the sale of inventory or supplies by such Person in the ordinary course of business; (c) the entering into of any guarantee of, or other contingent obligation with respect to, Indebtedness or other liability of any other Person and (without duplication) any amount committed to be advanced, lent or extended to such Person; or (d) the entering into of any Hedging Agreement. "Lien" means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any of the foregoing). "Material Adverse Effect" means a material adverse effect on (i) the assets, liabilities, results of operations, condition (financial or otherwise), business, or prospects of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company to perform it

Definitions from Convertible Note

FOR VALUE RECEIVED, Green Ballast, Inc., a Delaware corporation (the "Company"), hereby unconditionally promises to pay to the order of Belz Investment Company, LP (the "Holder"), having an address at 100 Peabody Place, Suite 1400, Memphis, TN 38103, at such address or at such other place as may be designated in writing by the Holder, or its permitted assigns, the principal sum of Twenty Thousand United States Dollars ($20,000.00), together with interest from the date set forth above on the unpaid principal balance of this Note outstanding at a rate equal to eight percent (8.0%) (computed on the basis of the actual number of days elapsed in a 360-day year) per annum and continuing on the outstanding principal until this 8% Convertible Note (the "Note") is indefeasibly and irrevocably paid in full by the Company or converted as provided in Section 4 hereof. The principal of this Note and all accrued and unpaid interest hereon shall mature and become due and payable on January 1, 2016 (

Definitions. Unless the context otherwise requires, when used herein the following terms shall have the meaning indicated: "Affiliate" shall mean, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is controlled by, or is under common control with, such Person. "Board" shall mean the Board of Directors of Company. "Business Day" means a day, other than a Saturday or Sunday, on which banks in Memphis, TN are open for the general transaction of business. "Common Stock" shall mean the Common Stock, par value $0.0001 per share, of the Company or any securities into which shares of Common Stock may be reclassified after the date hereof. "Company" has the meaning set forth in the first paragraph hereof. "Company's Knowledge" means the actual knowledge of the executive officers (as defined in Rule 405 under the 1933 Act) of the Company, after due inquiry. "Control" (including the terms "controlling", "controlled by" or "under common control with") means 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. "Conversion Event" means the consummation of a Qualified Financing. "Conversion Securities" means the securities issued in a Qualified Financing "Event of Default" has the meaning set forth in Section 6 hereof. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. "Hedging Agreement" means any interest rate swap, collar, cap, floor or forward rate agreement or other agreement regarding the hedging of interest rate risk exposure executed in connection with hedging the interest rate exposure of any Person and any confirming letter executed pursuant to such agreement, all as amended, supplemented, restated or otherwise modified from time to time. "Indebtedness" means any liability or obligation (i) for borrowed money, other than trade payables incurred in the ordinary course of business, (ii) evidenced by bonds, debentures, notes, or other similar instruments, (iii) in respect of letters of credit or other similar instruments (or reimbursement obligations with respect thereto), except letters of credit or other similar instruments issued to secure payment of trade payables or obligations in respect of workers' compensation, unemployment insurance and other social security laws or regulations, all arising in the ordinary course of business consistent with past practices, (iv) to pay the deferred purchase price of property or services, except trade payables arising in the ordinary course of business consistent with past practices, (v) as lessee under capitalized leases, (vi) secured by a Lien on any asset of the Company or a Subsidiary, whether or not such obligation is assumed by the Company or such Subsidiary. "Intellectual Property" means all of the following: (i) patents, patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice); (ii) trademarks, service marks, trade dress, trade names, corporate names, logos, slogans and Internet domain names, together with all goodwill associated with each of the foregoing; (iii) copyrights and copyrightable works; (iv) registrations, applications and renewals for any of the foregoing; and (v) proprietary computer software (including but not limited to data, data bases and documentation). "Investment" means, for any Person: (a) the acquisition (whether for cash, property, services or securities or otherwise) of capital stock, bonds, notes, debentures, partnership or other ownership interests or other securities of any other Person or any agreement to make any such acquisition (including, without limitation, any "short sale" or any sale of any securities at a time when such securities are not owned by the Person entering into such sale); (b) the making of any deposit with, or advance, loan or other extension of credit to, any other Person (including the purchase of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such Person), but excluding any such advance, loan or extension of credit having a term not exceeding 90 days arising in connection with the sale of inventory or supplies by such Person in the ordinary course of business; (c) the entering into of any guarantee of, or other contingent obligation with respect to, Indebtedness or other liability of any other Person and (without duplication) any amount committed to be advanced, lent or extended to such Person; or (d) the entering into of any Hedging Agreement. "Lien" means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any of the foregoing). "Material Adverse Effect" means a material adverse eff