California Uses in Definitions Clause

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 Loan and Security Agreement

THIS LOAN AND SECURITY AGREEMENT (this Agreement) dated as of May 14, 2013 (the Effective Date) is between SILICON VALLEY BANK, a California corporation (Bank), and TINTRI, INC., a Delaware corporation (Borrower), and provides the terms on which Bank shall lend to Borrower, and Borrower shall repay Bank. The parties agree as follows:

Definitions. As used in the Loan Documents, the word shall is mandatory, the word may is permissive, the word or is not exclusive, the words includes and including are not limiting, the singular includes the plural, and numbers denoting amounts that are set off in brackets are negative. As used in this Agreement, the following capitalized terms have the following meanings: Account is any account as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower. Account Advance Maturity Date is May 14, 2015. Account Debtor is as defined in the Code and shall include, without limitation, any person liable on any Financed Receivable, such as, a guarantor of the Financed Receivable and any issuer of a letter of credit or bankers acceptance. Adjustments are all discounts, allowances, returns, recoveries, disputes, claims of any kind (including, without limitation, counterclaims or warranty claims), offsets, defenses, rights of recoupment, rights of return, or short payments, asserted by or on behalf of any Account Debtor for any Financed Receivable. Advance is defined in Section 2.1.1 of this Agreement. Advance Rate is eighty percent (80.0%), net of any offsets related to each specific Account Debtor, or such other percentage as Bank establishes under Section 2.1.1 of this Agreement. Affiliate of any Person is a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Persons senior executive officers, directors, partners, and, for any Person that is a limited liability company, that Persons managers and members. Agreement is defined in the preamble of this Agreement. Applicable Rate is a per annum rate equal to (a) the Prime Rate plus thirty-five hundredths of one percent (0.35%) at all times that Borrower is Borrowing. Base Eligible, and (b) the Prime Rate plus one and three quarters of one percent (1.75%) at all other times. Bank is defined in the preamble of this Agreement. Bank Entities is defined in Section 12.10 of this Agreement. Bank Expenses are all audit fees and expenses, costs, and expenses (including reasonable attorneys fees and expenses) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower. Bank Services are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to Borrower or any of its Subsidiaries by Bank or any Bank Affiliate, including, without limitation, any letters of credit, cash management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Banks various agreements related thereto (each, a Bank Services Agreement). Borrower is defined in the preamble of this Agreement. Borrowers Books are all Borrowers books and records including ledgers, federal and state tax returns, records regarding Borrowers assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. Borrowing Base Certificate is that certain certificate in the form attached hereto as Exhibit E. Borrowing Base Eligible means at such times that Borrowers Net Cash is equal to or greater than Five Million Dollars ($5,000,000); provided, however, that Borrower shall not be Borrowing Base Eligible during the continuance of an Event of Default. At any time that Borrowers Net Cash is less than Five Million Dollars ($5,000,000), Borrower will not be Borrowing Base Eligible until such time as Bank confirms that (a) Borrowers Net Cash is equal to or greater than Five Million Dollars ($5,000,000) as of such date and (b) Borrowers Net Cash was equal to or greater than Five Million Dollars ($5,000,000) at all times during the immediately preceding two (2) Reconciliation Periods. Borrowing Resolutions are, with respect to any Person, those resolutions substantially in the form attached hereto as Exhibit C. Business Day is any day that is not a Saturday, Sunday or a day on which Bank is closed. Cash Equivalents means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poors Ratings Group or Moodys Investors Service, Inc.; and (c) Banks certificates of deposit issued maturing no more than one (1) year after issue. Chief Executive O

DEFINITIONS from Stock Purchase Agreement

This Stock Purchase Agreement (this Agreement), dated as of January 10, 2017, is entered into by and among WNS North America Inc., a Delaware corporation (Buyer), Alpar Kamber (Kamber), Donald Dougherty (Dougherty), and John R. Evans (Evans, and together with Kamber and Dougherty, the Sellers), and Priyadarshan Deshmukh (Deshmukh), Peter E. Nero (Nero), and Alan C. Veeck (Veeck, and collectively with Deshmukh and Nero, the Optionholders) and Kamber, separately in his capacity as representative of the Company Holders (Sellers Representative).

DEFINITIONS. The following terms have the meanings specified or referred to in this Article I: Acquisition Proposal means (a) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination that if consummated would result in any Person other than the Company Holders owning the Shares or any other equity securities of the Company; (b) any proposal or offer to acquire in any manner, directly or indirectly, any right in any portion of the assets of the Company, other than proposals or offers to acquire solely inventory in the ordinary course of business consistent with past practice; or (c) any proposal or offer to acquire in any manner, directly or indirectly, any right in any equity interests of the Company, including but not limited to the Shares. Additional Closing Payment means $8,000,000 x (the aggregate Ownership Percentage of Dougherty and Evans). Adjusted Closing Price means the Closing Price plus the aggregate exercise price of the Options (not including any Options which are terminated for no consideration hereunder). Affiliate of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, or is an Immediate Family Member of a Person or an Affiliate thereof. The term control (including the terms controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Neither the Company nor Buyer shall be deemed an Affiliate of any Company Holder after Closing. Board means the board of directors of the Company. Bonus Payments means any amounts owed or payable by the Company as on the Closing Date or at any time thereafter (but not paid on or before the Closing Date) to any officer, director, manager, employee, consultant or independent contractor of the Company (as well as any similar positions with the Company regardless of the title) under, pursuant to, or as a result of any Employee Benefit Plan, Contract, agreement, bonus obligation, payment obligation or other arrangement with or pertaining to such persons, any severance arrangements, any retention programs and the like, in each case, with the amount owed or payable solely arising or resulting from or triggered or caused by the transactions contemplated herein. Business Day means any day except Saturday, Sunday or any other day on which commercial banks located in New York are authorized or required by Law to be closed for business. Cause Event means that a Management Holder has (a) committed fraud relating to the Company or its Affiliates, (b) embezzled funds of the Company or its Affiliates, or (c) been indicted by a Governmental Authority for a violation of any insider trading laws. China Personnel means the employees of Fonssino who are to be transferred to a branch office of Buyer or its Affiliate organized under the laws of Hong Kong or the Peoples Republic of China, in connection with the transactions contemplated under this Agreement. Claim means any claim, action, litigation, inquiry, proceeding (arbitral, administrative, legal or otherwise), suit, stipulation, investigation, charge, complaint, demand or similar matter. Closing Direction Letter means a certificate, signed by the Sellers Representative and delivered to Buyer, setting forth each Person entitled to a payment pursuant to Section 2.04(a)(i), the amount due to such Person, and the applicable wire instructions for the payment of all amounts due and payable, including all amounts and instructions set forth on the Payoff Letters with respect to the payment or release of Indebtedness as of Closing. Closing Price means (a) $32,000,000, minus (b) the Indebtedness, minus (c) the Sellers Representative Holdback Amount, minus (d) $197,000, which is equal to the consideration payable under the India APA. Closing Working Capital means the current assets minus the current liabilities of the Company in the categories shown on Exhibit A, as determined as of 12:01 a.m. local time on the Closing Date, and otherwise calculated using the inputs and methodology shown on Exhibit A hereto. Exhibit A sets forth an example of the calculation of the Closing Working Capital as of December 31, 2016 and certain accounting methods, policies, principles, practices and procedures, as were used in the preparation of such example calculation. Notwithstanding the foregoing, the Closing Working Capital shall include negative adjustments for (1) any additional Taxes payable by the Company in connection with the conversion of the Company from an S corporation (within the meaning of Code Sections 1361 and 1362) to a C corporation (within the meaning of Code Sections 1361 and 1362), (2) gratuity and other statutory payments payable in India in connection with the transfer of the India P

Definitions from Amended and Restated Trust Agreement

This Amended and Restated Trust Agreement (this Agreement), dated as of June 28, 2017, is between Nissan Auto Leasing LLC II, a Delaware limited liability company (NALL II), as depositor (the Depositor), and Wilmington Trust, National Association, a national banking association with trust powers (Wilmington Trust), as trustee (the Owner Trustee).

Definitions. Capitalized terms used herein that are not otherwise defined shall have the respective meanings ascribed thereto in the Agreement of Definitions, dated as of June 28, 2017, by and among the Issuing Entity, NILT Trust, a Delaware statutory trust, as grantor and initial beneficiary (in such capacity, the Grantor and the UTI Beneficiary, respectively), Nissan-Infiniti LT, a Delaware statutory trust (the Titling Trust), Nissan Motor Acceptance Corporation, a California corporation (NMAC), in its individual capacity, as servicer and as administrative agent (in such capacity, the Servicer and the Administrative Agent, respectively), NALL II, NILT, Inc., a Delaware corporation, as trustee to the Titling Trust (the Titling Trustee), Wilmington Trust, as Owner Trustee, Wilmington Trust Company, a Delaware corporation with trust powers, as Delaware trustee (in such capacity, the Delaware Trustee), U.S. Bank National Association, a national banking association (U.S. Bank), as trust agent (in such capacity, the Trust Agent), and U.S. Bank, as indenture trustee (in such capacity, the Indenture Trustee).

Definitions from Stock Incentive Plan

Definitions. The following definitions shall apply as used herein and in the individual Award Agreements, except as defined otherwise in an individual Award Agreement. In the event a term is separately defined in an individual Award Agreement, such definition shall supersede the definition contained in this Section 2. (b) "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act. (c) "Applicable Laws" means the legal requirements relating to the Plan and the Awards under applicable provisions of federal and state securities laws, the corporate laws of California and, to the extent other than California, the corporate law of the state of the Company's incorporation, the Code, the NASDAQ Stock Market Rules or the rules of any applicable stock exchange or national market system, and the rules of any non-U.S. jurisdiction applicable to Awards granted to residents therein. (d) "Assumed" means that pursuant to a Corporate Transaction either (i) the Award is expressly affirmed by the Company or (ii) the contractual obligations represented by the Award are expressly assumed (and not simply by operation of law) by the successor entity or its Parent in connection with the Corporate Transaction with appropriate adjustments to the number and type of securities of the successor entity or its Parent subject to the Award and the exercise or purchase price thereof which at least preserves the compensation element of the Award existing at the time of the Corporate Transaction as determined in accordance with the instruments evidencing the agreement to assume the Award. (e) "Award" means the grant of an Option, SAR, Dividend Equivalent Right, Restricted Stock, Restricted Stock Unit or other right or benefit under the Plan. (f) "Award Agreement" means the written agreement evidencing the grant of an Award executed by the Company and the Grantee, including any amendments thereto. (g) "Board" means the Board of Directors of the Company. (h) "Cause" means, with respect to the termination by the Company or a Related Entity of the Grantee's Continuous Service, that such termination is for "Cause" as such term (or word of like import) is expressly defined in a then-effective written agreement between the Grantee and the Company or such Related Entity, or in the absence of such then-effective written agreement and definition, is based on, in the determination of the Committee, the Grantee's: (i) performance of any act or failure to perform any act in bad faith and to the detriment of the Company or a Related Entity; (ii) dishonesty, intentional misconduct or material breach of any agreement with the Company or a Related Entity; or (iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person; provided, however, that with regard to any agreement that defines "Cause" on the occurrence of or in connection with a Corporate Transaction or a Change in Control, such definition of "Cause" shall not apply until a Corporate Transaction or a Change in Control actually occurs.

Definitions from Loan and Security Agreement

THIS LOAN AND SECURITY AGREEMENT (this Agreement) dated as of May 14, 2013 (the Effective Date) is between SILICON VALLEY BANK, a California corporation (Bank), and TINTRI, INC., a Delaware corporation (Borrower), and provides the terms on which Bank shall lend to Borrower, and Borrower shall repay Bank. The parties agree as follows:

Definitions. As used in the Loan Documents, the word shall is mandatory, the word may is permissive, the word or is not exclusive, the words includes and including are not limiting, the singular includes the plural, and numbers denoting amounts that are set off in brackets are negative. As used in this Agreement, the following capitalized terms have the following meanings: Account is any account as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower. Account Advance Maturity Date is May 14, 2015. Account Debtor is as defined in the Code and shall include, without limitation, any person liable on any Financed Receivable, such as, a guarantor of the Financed Receivable and any issuer of a letter of credit or bankers acceptance. Adjustments are all discounts, allowances, returns, recoveries, disputes, claims of any kind (including, without limitation, counterclaims or warranty claims), offsets, defenses, rights of recoupment, rights of return, or short payments, asserted by or on behalf of any Account Debtor for any Financed Receivable. Advance is defined in Section 2.1.1 of this Agreement. Advance Rate is eighty percent (80.0%), net of any offsets related to each specific Account Debtor, or such other percentage as Bank establishes under Section 2.1.1 of this Agreement. Affiliate of any Person is a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Persons senior executive officers, directors, partners, and, for any Person that is a limited liability company, that Persons managers and members. Agreement is defined in the preamble of this Agreement. Applicable Rate is a per annum rate equal to (a) the Prime Rate plus thirty-five hundredths of one percent (0.35%) at all times that Borrower is Borrowing. Base Eligible, and (b) the Prime Rate plus one and three quarters of one percent (1.75%) at all other times. Bank is defined in the preamble of this Agreement. Bank Entities is defined in Section 12.10 of this Agreement. Bank Expenses are all audit fees and expenses, costs, and expenses (including reasonable attorneys fees and expenses) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower. Bank Services are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to Borrower or any of its Subsidiaries by Bank or any Bank Affiliate, including, without limitation, any letters of credit, cash management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Banks various agreements related thereto (each, a Bank Services Agreement). Borrower is defined in the preamble of this Agreement. Borrowers Books are all Borrowers books and records including ledgers, federal and state tax returns, records regarding Borrowers assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. Borrowing Base Certificate is that certain certificate in the form attached hereto as Exhibit E. Borrowing Base Eligible means at such times that Borrowers Net Cash is equal to or greater than Five Million Dollars ($5,000,000); provided, however, that Borrower shall not be Borrowing Base Eligible during the continuance of an Event of Default. At any time that Borrowers Net Cash is less than Five Million Dollars ($5,000,000), Borrower will not be Borrowing Base Eligible until such time as Bank confirms that (a) Borrowers Net Cash is equal to or greater than Five Million Dollars ($5,000,000) as of such date and (b) Borrowers Net Cash was equal to or greater than Five Million Dollars ($5,000,000) at all times during the immediately preceding two (2) Reconciliation Periods. Borrowing Resolutions are, with respect to any Person, those resolutions substantially in the form attached hereto as Exhibit C. Business Day is any day that is not a Saturday, Sunday or a day on which Bank is closed. Cash Equivalents means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poors Ratings Group or Moodys Investors Service, Inc.; and (c) Banks certificates of deposit issued maturing no more than one (1) year after issue. Chief Executive O

Definitions from Amended and Restated Trust Agreement

This Amended and Restated Trust Agreement (this Agreement), dated as of June 28, 2017, is between Nissan Auto Leasing LLC II, a Delaware limited liability company (NALL II), as depositor (the Depositor), and Wilmington Trust, National Association, a national banking association with trust powers (Wilmington Trust), as trustee (the Owner Trustee).

Definitions. Capitalized terms used herein that are not otherwise defined shall have the respective meanings ascribed thereto in the Agreement of Definitions, dated as of June 28, 2017, by and among the Issuing Entity, NILT Trust, a Delaware statutory trust, as grantor and initial beneficiary (in such capacity, the Grantor and the UTI Beneficiary, respectively), Nissan-Infiniti LT, a Delaware statutory trust (the Titling Trust), Nissan Motor Acceptance Corporation, a California corporation (NMAC), in its individual capacity, as servicer and as administrative agent (in such capacity, the Servicer and the Administrative Agent, respectively), NALL II, NILT, Inc., a Delaware corporation, as trustee to the Titling Trust (the Titling Trustee), Wilmington Trust, as Owner Trustee, Wilmington Trust Company, a Delaware corporation with trust powers, as Delaware trustee (in such capacity, the Delaware Trustee), U.S. Bank National Association, a national banking association (U.S. Bank), as trust agent (in such capacity, the Trust Agent), and U.S. Bank, as indenture trustee (in such capacity, the Indenture Trustee).

Definitions from Loan and Security Agreement

THIS LOAN AND SECURITY AGREEMENT (this Agreement) dated as of May 14, 2013 (the Effective Date) is between SILICON VALLEY BANK, a California corporation (Bank), and TINTRI, INC., a Delaware corporation (Borrower), and provides the terms on which Bank shall lend to Borrower, and Borrower shall repay Bank. The parties agree as follows:

Definitions. As used in the Loan Documents, the word shall is mandatory, the word may is permissive, the word or is not exclusive, the words includes and including are not limiting, the singular includes the plural, and numbers denoting amounts that are set off in brackets are negative. As used in this Agreement, the following capitalized terms have the following meanings: Account is any account as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower. Account Advance Maturity Date is May 14, 2015. Account Debtor is as defined in the Code and shall include, without limitation, any person liable on any Financed Receivable, such as, a guarantor of the Financed Receivable and any issuer of a letter of credit or bankers acceptance. Adjustments are all discounts, allowances, returns, recoveries, disputes, claims of any kind (including, without limitation, counterclaims or warranty claims), offsets, defenses, rights of recoupment, rights of return, or short payments, asserted by or on behalf of any Account Debtor for any Financed Receivable. Advance is defined in Section 2.1.1 of this Agreement. Advance Rate is eighty percent (80.0%), net of any offsets related to each specific Account Debtor, or such other percentage as Bank establishes under Section 2.1.1 of this Agreement. Affiliate of any Person is a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Persons senior executive officers, directors, partners, and, for any Person that is a limited liability company, that Persons managers and members. Agreement is defined in the preamble of this Agreement. Applicable Rate is a per annum rate equal to (a) the Prime Rate plus thirty-five hundredths of one percent (0.35%) at all times that Borrower is Borrowing. Base Eligible, and (b) the Prime Rate plus one and three quarters of one percent (1.75%) at all other times. Bank is defined in the preamble of this Agreement. Bank Entities is defined in Section 12.10 of this Agreement. Bank Expenses are all audit fees and expenses, costs, and expenses (including reasonable attorneys fees and expenses) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower. Bank Services are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to Borrower or any of its Subsidiaries by Bank or any Bank Affiliate, including, without limitation, any letters of credit, cash management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Banks various agreements related thereto (each, a Bank Services Agreement). Borrower is defined in the preamble of this Agreement. Borrowers Books are all Borrowers books and records including ledgers, federal and state tax returns, records regarding Borrowers assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. Borrowing Base Certificate is that certain certificate in the form attached hereto as Exhibit E. Borrowing Base Eligible means at such times that Borrowers Net Cash is equal to or greater than Five Million Dollars ($5,000,000); provided, however, that Borrower shall not be Borrowing Base Eligible during the continuance of an Event of Default. At any time that Borrowers Net Cash is less than Five Million Dollars ($5,000,000), Borrower will not be Borrowing Base Eligible until such time as Bank confirms that (a) Borrowers Net Cash is equal to or greater than Five Million Dollars ($5,000,000) as of such date and (b) Borrowers Net Cash was equal to or greater than Five Million Dollars ($5,000,000) at all times during the immediately preceding two (2) Reconciliation Periods. Borrowing Resolutions are, with respect to any Person, those resolutions substantially in the form attached hereto as Exhibit C. Business Day is any day that is not a Saturday, Sunday or a day on which Bank is closed. Cash Equivalents means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poors Ratings Group or Moodys Investors Service, Inc.; and (c) Banks certificates of deposit issued maturing no more than one (1) year after issue. Chief Executive O

Definitions from Restated Limited Liability Company Agreement

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FIVE POINT HOLDINGS, LLC, is dated as of May 15, 2017. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in Section 1.1.

Definitions. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement. Additional Member means a Person admitted as a Member of the Company in accordance with Article III as a result of an issuance of Shares to such Person by the Company. Affiliate means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the Person in question. As used herein, the term control 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 ownership of voting securities, by contract or otherwise. Agreement means this Second Amended and Restated Limited Liability Company Agreement of Five Point Holdings, LLC, as it may be amended, supplemented or restated from time to time. Board of Directors has the meaning assigned to such term in Section 5.1. Business Day means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of California shall not be regarded as a Business Day. Certificate means a certificate (a) substantially in the form of Exhibit A or Exhibit B to this Agreement, (b) in global form in accordance with the rules and regulations of the Depositary or (c) in such other form as may be adopted by the Board of Directors, issued by the Company evidencing ownership of one or more Shares. Certificate of Formation means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware as referenced in Section 5.16, as such Certificate of Formation may be amended, supplemented or restated from time to time. Class A Common Share means a Share in the Company designated as a Class A Common Share. Class B Common Share means a Share in the Company designated as a Class B Common Share. Code means the Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of any successor Law. Commission means the United States Securities and Exchange Commission. Common Shares means any Shares that are not Preferred Shares, and for the avoidance of doubt includes Class A Common Shares and Class B Common Shares. Company means Five Point Holdings, LLC, a Delaware limited liability company, and any successors thereto. Company Group means the Company and each Subsidiary of the Company. Conflicts Committee means a committee of the Board of Directors composed entirely of two or more Independent Directors. Delaware Act means the Delaware Limited Liability Company Act, 6 Del. C. Section 18-101, et seq., as amended, supplemented or restated from time to time, and any successor to such statute. Depositary means, with respect to any Shares issued in global form, The Depository Trust Company and its successors and permitted assigns. DGCL means the General Corporation Law of the State of Delaware, 8 Del. C. Section 101, et seq., as amended, supplemented or restated from time to time, and any successor to such statute. Director means a member of the Board of Directors of the Company. Effective Date has the meaning assigned to such term in Section 3.7(b). electronic transmission means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process. Exchange Act means the Securities Exchange Act of 1934, as amended, supplemented or restated from time to time, and any successor to such statute, and the rules and regulations promulgated thereunder. Existing Agreement has the meaning assigned to such term in the Recitals. Governmental Entity means any court, administrative agency, regulatory body, commission or other governmental authority, board, bureau or instrumentality, domestic or foreign and any subdivision thereof. Group Member means a member of the Company Group. Hunters Point means The Shipyard Communities, LLC, a Delaware limited liability company. Hunters Point Unit means a Class A unit of membership interest in Hunters Point. Indemnified Person means (a) any Person who is or was a Director or Officer of the Company, and (b) any Person who is or was serving at the request of the Company as a director, officer, employee or agent of another Person, including any Group Member. Independent Director means a Director who meets the then current independence and other standards required of audit committee members established by the Exchange Act and the rules and regulations of the Commission thereunder and by the New York Stock Exchange or any other National Securities Exchange on which Shares are listed

Definitions from Senior Note

INDENTURE dated as of May 16, 2017 between DERMIRA, INC., a Delaware corporation, as issuer (the Company, as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, 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 14.03(a). Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control, when used with respect to any specified Person means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Notwithstanding anything to the contrary herein, the determination of whether one Person is an Affiliate of another Person for purposes of this Indenture shall be made based on the facts at the time such determination is made or required to be made, as the case may be, hereunder. 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, but, for the avoidance of doubt, excluding any debt securities convertible into or exchangeable for any securities otherwise constituting Capital Stock pursuant to this definition. Clause A Distribution shall have the meaning specified in Section 14.04(c). Clause B Distribution shall have the meaning specified in Section 14.04(c). Clause C Distribution shall have the meaning specified in Section 14.04(c). close of business means 5:00 p.m. (New York City time). 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 $0.001 per share, at the date of this Indenture, subject to Section 14.07. Company shall have the meaning specified in the first paragraph of this Indenture, and subject to the provisions of Article 11, 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, General Counsel, 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 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 Consideration shall have the meaning specified in Section 14.12. Conversion Date shall have the meaning specified in Section 14.02(c). Conversion Obligation shall have the meaning specified in Section 14.01. Conversion Price means as of any time, $1,000, divided by the Conversion Rate as of such time. Conversion Rate shall have the meaning specified in Section 14.01. Corporate Trust Office means the designated office of the Trustee at which at any time this Indenture shall be administered, which office at the date hereof is located at U.S. Bank National Association, 633 West Fifth Street, 24th Floor, Los Angeles, California 90071, Attention: P. Oswald (Dermira, Inc. 3.00% Convertible Senior Notes due 2022), or such other address as the Trustee may designate from time to time by notice to the Holders and the Company,