Comprehensive Environmental Response Uses in CERTAIN DEFINITIONS Clause

CERTAIN DEFINITIONS from Membership Interest Purchase Agreement

This Membership Interest Purchase Agreement (this Agreement) is made and entered into as of July 25, 2016, by and among Waterton Precious Metals Fund II Cayman, LP, a Cayman Islands exempted limited partnership (Seller Parent), Waterton Nevada Splitter, LLC, a Nevada limited liability company (Seller), Klondex Holdings (USA) Inc., a Nevada corporation (Buyer), and Klondex Mines Ltd., a British Columbia corporation (Buyer Parent). Buyer and Buyer Parent sometimes are referred to in this Agreement collectively as the Buyer Parties and each individually as a Buyer Party. Seller Parent, Seller and the Buyer Parties sometimes are referred to in this Agreement collectively as the Parties and each individually as a Party.

CERTAIN DEFINITIONS. As used in this Agreement, the following terms, whether in singular or plural forms, shall have the following meanings: Affiliate means with respect to any Person, any other Person controlling, controlled by or under common control with such Person, with control for such purpose meaning 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 or voting interests, by contract or otherwise. Affiliate Debt means the indebtedness of the Company to its Affiliates as of the date of this Agreement, as set forth on Schedule 1.1. Business means the ownership of the Hollister Mine and the Esmeralda Mine. Business Day means any day other than Saturday, Sunday or a day on which banking institutions in Toronto, Ontario or Reno, Nevada are required or authorized to be closed. CFIUS Approval means (i) Buyer and Seller shall have received a written notification from CFIUS that it has determined that (A) the acquisition of the Company by the Buyer is not a covered transaction under Section 721; or (B) it has concluded its review (and any applicable investigation) under Section 721 and has determined that there are no unresolved national security concerns with respect to the acquisition of the Company by the Buyer, (ii) the parties shall have received a decision by the President of the United States not to suspend, restrict or prohibit the transactions contemplated by this Agreement, or (iii) the President of the United States, having received a report from CFIUS, has not taken any action within 15 days after having received such report. Closing Date means the date on which Closing occurs. Code means the U.S. Internal Revenue Code of 1986, as amended. Contract means any written contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or agreement, and any oral obligation, right or agreement. Development Costs means all outstanding payables and other liabilities of the Company or Rock Creek to Seller, Seller Parent, EMG, Waterton Global Resource Management, Inc. or their respective Affiliates, including but not limited to those relating to legal, labour, powerline design, project supervision, environmental, permitting and commissioning costs, that are attributable to development activities, including but not limited to costs relating to transmission lines on or adjacent to the properties of the Company or Rock Creek, prior to Closing. EMG means Elko Mining Group LLC, a Nevada limited liability company. Encumbrance means any security interest, lien, mortgage, indenture, pledge, charge, right of first refusal, easement, lease or sub-lease, right of way, encroachment, deed of trust, restriction on transferability or other similar restriction, option or other encumbrance, whether imposed by agreement, law or otherwise, whether of record or otherwise, together with any agreement to grant any of the foregoing rights or interests. Environmental Law means any Legal Requirement aimed at or in any way relating to pollution, protection or conservation of public health, safety or welfare or the environment, including those relating to emissions, discharges, Releases or threatened Releases of Regulated Substances into the environment (including ambient air, surface water, ground water or land), or otherwise relating to the manufacture, processing, distribution, use, reuse, recycling, treatment, storage, disposal, transport or handling of Regulated Substances, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. SS 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. App. SS 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. SS 6901 et seq.), the Clean Water Act (33 U.S.C. SS 1251 et seq.), the Clean Air Act (42 U.S.C. SS 7401 et seq.) the Toxic Substances Control Act (15 U.S.C. SS 2601 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. SS 136 et seq.), the Emergency Planning and Community Right to Know Act (42 U.S.C. SS 11001 et seq.), and the Safe Drinking Water Act (42 U.S.C. SS 300 et seq.), and all counterpart or other similar Nevada laws, as each has been or may be amended, and the regulations promulgated pursuant thereto. Environmental Liabilities means all liabilities and obligations (i) for the Reclamation of any of the Properties or with respect to any Remedial Action in connection with any of the Properties or the Business, and (ii) associated with noncompliance with Environmental Laws (including fines, penalties, damages and remedies) with respect to any of the Properties or the Business, in each case regardless of when the operations or activities which gave rise to such liabilities or obligations occurred or arose. Esmeralda Royalty means the 3% Net Smelter Returns Royalty on all mi

Certain Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER, dated as of January 13, 2017 (this Agreement), is entered into by and among NOBLE ENERGY, INC., a Delaware corporation (Parent), WILD WEST MERGER SUB, INC., a Delaware corporation and an indirect wholly owned subsidiary of Parent (Merger Sub), NBL PERMIAN LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent (Marshall Texas), and CLAYTON WILLIAMS ENERGY, INC., a Delaware corporation (the Company and, together with Parent and Merger Sub, the Parties).

Certain Definitions. As used in this Agreement, the following terms have the meanings set forth below: Affiliate means, with respect to a specified Person, any other Person, whether now in existence or hereafter created, directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For purposes of this definition and the definition of Subsidiary, control (including, with correlative meanings, controlling, controlled by and under common control with) means, with respect to a Person, the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of equity interests, including but not limited to voting securities, by contract or agency or otherwise. Notwithstanding anything in this Agreement to the contrary, (a) none of the CONE Midstream Companies or Marshall Midstream Companies shall constitute an Affiliate of Parent or Merger Sub or any of their respective Affiliates for any reason under this Agreement and (b) none of Ares Management LLC or its Affiliates (other than any individual serving on the Company Board) shall constitute an Affiliate of the Company or its Subsidiaries for any reason under this Agreement. Average Closing Price means, as of any date, the average of the closing sale prices of a Parent Common Share as reported on the NYSE for the ten (10) consecutive full trading days (in which such Parent Common Shares are traded on the NYSE), ending at the close of trading on the full trading day immediately preceding such date. Business Day means any day which is not a Saturday, Sunday or other day on which banks are authorized or required to be closed in the City of New York, New York. CERCLA means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. SS9601 et seq, as amended. Company Bylaws means the Corporate Bylaws of the Company, as amended through July 22, 2016. Company Charter means the Second Restated Certificate of Incorporation of the Company, dated as of September 30, 1996, as amended on September 27, 2000 and further amended by the Certificate of Designation, dated as of March 15, 2016, establishing the terms of the Companys Special Voting Preferred Stock. Company Common Shares means the shares of common stock, $0.10 par value per share, of the Company. Company Financial Advisors means Evercore Group, LLC and Goldman, Sachs & Co., financial advisors to the Company. Company Option means an award of an option to purchase Company Common Shares granted pursuant to a Company Stock Plan. Company Preferred Share means a share of preferred stock, par value $0.10 per share, designated as Special Voting Preferred Stock of the Company. Company Restricted Share means a restricted Company Common Share granted pursuant to a Company Stock Plan. Company Stock Plans means the Clayton Williams Energy, Inc. Long-Term Incentive Plan, and any other employee or director stock plan pursuant to which any option, restricted share, performance share unit or other equity compensation award is outstanding, each as amended or amended and restated from time to time. Company Stockholders means the holders of outstanding Company Common Shares and Company Preferred Shares. Company Warrant means each outstanding unexercised warrant to purchase or otherwise acquire Company Common Shares as set forth in Section 1.1(a)(iii) of the Company Disclosure Schedule. CONE Midstream Companies means CONE Gathering, LLC, CONE Midstream GP LLC and CONE Midstream Partners LP and their respective Subsidiaries. Confidentiality Agreement means that certain Confidentiality Agreement entered into by and between Parent and the Company dated as of December 21, 2016. Data Site means the Project Cactus electronic data site established and maintained by the Company at www.dfsco.com/venue/, as in existence as of the date of this Agreement. Director and Officer Indemnification Agreements means those certain Indemnification Agreements between the directors and officers of the Company and the Company, as listed on Section 1.1(a)(iv) of the Company Disclosure Schedule. Employee Benefit Plan means:

Certain Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER, dated as of January 13, 2017 (this Agreement), is entered into by and among NOBLE ENERGY, INC., a Delaware corporation (Parent), WILD WEST MERGER SUB, INC., a Delaware corporation and an indirect wholly owned subsidiary of Parent (Merger Sub), NBL PERMIAN LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent (Marshall Texas), and CLAYTON WILLIAMS ENERGY, INC., a Delaware corporation (the Company and, together with Parent and Merger Sub, the Parties).

Certain Definitions. As used in this Agreement, the following terms have the meanings set forth below: Affiliate means, with respect to a specified Person, any other Person, whether now in existence or hereafter created, directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For purposes of this definition and the definition of Subsidiary, control (including, with correlative meanings, controlling, controlled by and under common control with) means, with respect to a Person, the power to direct or cause the direction of the management and policies of such Person, directly or TABLE OF CONTENTS indirectly, whether through the ownership of equity interests, including but not limited to voting securities, by contract or agency or otherwise. Notwithstanding anything in this Agreement to the contrary, (a) none of the CONE Midstream Companies or Marshall Midstream Companies shall constitute an Affiliate of Parent or Merger Sub or any of their respective Affiliates for any reason under this Agreement and (b) none of Ares Management LLC or its Affiliates (other than any individual serving on the Company Board) shall constitute an Affiliate of the Company or its Subsidiaries for any reason under this Agreement. Average Closing Price means, as of any date, the average of the closing sale prices of a Parent Common Share as reported on the NYSE for the ten (10) consecutive full trading days (in which such Parent Common Shares are traded on the NYSE), ending at the close of trading on the full trading day immediately preceding such date. Business Day means any day which is not a Saturday, Sunday or other day on which banks are authorized or required to be closed in the City of New York, New York. CERCLA means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. SS9601 et seq, as amended. Company Bylaws means the Corporate Bylaws of the Company, as amended through July 22, 2016. Company Charter means the Second Restated Certificate of Incorporation of the Company, dated as of September 30, 1996, as amended on September 27, 2000 and further amended by the Certificate of Designation, dated as of March 15, 2016, establishing the terms of the Companys Special Voting Preferred Stock. Company Common Shares means the shares of common stock, $0.10 par value per share, of the Company. Company Financial Advisors means Evercore Group, LLC and Goldman, Sachs & Co., financial advisors to the Company. Company Option means an award of an option to purchase Company Common Shares granted pursuant to a Company Stock Plan. Company Preferred Share means a share of preferred stock, par value $0.10 per share, designated as Special Voting Preferred Stock of the Company. Company Restricted Share means a restricted Company Common Share granted pursuant to a Company Stock Plan. Company Stock Plans means the Clayton Williams Energy, Inc. Long-Term Incentive Plan, and any other employee or director stock plan pursuant to which any option, restricted share, performance share unit or other equity compensation award is outstanding, each as amended or amended and restated from time to time. Company Stockholders means the holders of outstanding Company Common Shares and Company Preferred Shares. Company Warrant means each outstanding unexercised warrant to purchase or otherwise acquire Company Common Shares as set forth in Section 1.1(a)(iii) of the Company Disclosure Schedule. CONE Midstream Companies means CONE Gathering, LLC, CONE Midstream GP LLC and CONE Midstream Partners LP and their respective Subsidiaries. Confidentiality Agreement means that certain Confidentiality Agreement entered into by and between Parent and the Company dated as of December 21, 2016. Data Site means the Project Cactus electronic data site established and maintained by the Company at www.dfsco.com/venue/, as in existence as of the date of this Agreement. Director and Officer Indemnification Agreements means those certain Indemnification Agreements between the directors and officers of the Company and the Company, as listed on Section 1.1(a)(iv) of the Company Disclosure Schedule. Employee Benefit Plan means:

Certain Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of November 2, 2016 (this Agreement), by and between BAY BANKS OF VIRGINIA, INC. (Bay Banks) and VIRGINIA BANCORP INC. (Virginia BanCorp).

Certain Definitions. The following terms are used in this Agreement with the meanings set forth below: Acquisition Agreement has the meaning set forth in Section 9.03(a). Acquisition Proposal means any tender or exchange offer, proposal for a merger, consolidation or other business combination involving Bay Banks or Virginia BanCorp or any of their Significant Subsidiaries or any proposal or offer to acquire equity interests representing 24.99% or more of the voting power of, or at least 24.99% of the assets or deposits of, Bay Banks or Virginia BanCorp or any of their Significant Subsidiaries, other than the transactions contemplated by this Agreement. Agreement has the meaning set forth in the preamble to this Agreement. Bank Merger has the meaning set forth in Section 3.01(a). Bank Merger Agreement means the Agreement and Plan of Merger of Virginia Commonwealth Bank with and into Bank of Lancaster, attached as Exhibit B. Bank Merger Effective Date has the meaning set forth in Section 3.02. Bank of Lancaster means Bank of Lancaster, a commercial bank chartered under the laws of Virginia and a wholly owned direct subsidiary of Bay Banks. Bay Banks has the meaning set forth in the preamble to this Agreement. Bay Banks Board means the Board of Directors of Bay Banks. Bay Banks Bylawsmeans the Bylaws of Bay Banks, as amended. Bay Banks Certificate means the Articles of Incorporation of Bay Banks, as amended. Bay Banks Common Stock means the common stock, par value $5.00 per share, of Bay Banks. Bay Banks Directors has the meaning set forth in Section 2.01(d). Bay Banks Disclosure Schedule has the meaning set forth in Section 6.01. Bay Banks Financial Statements has the meaning set forth in Section 6.03(i). Bay Banks Meeting has the meaning set forth in Section 7.02(a). Bay Banks Stock Options has the meaning set forth in Section 5.01(b). BHC Act has the meaning set forth in Section 6.03(b). Book-Entry Shares has the meaning set forth in Section 4.04(a). Code has the meaning set forth in the recitals. Compensation and Benefit Plans means all existing bonus, incentive, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock, stock option, severance, welfare and fringe benefit plans, employment or severance agreements and all similar practices, policies and arrangements in which any current or former employee, current or former consultant or current or former director participates or to which any such employees, consultants or directors are a party. Confidentiality Agreement means that certain confidentiality agreement between Bay Banks and Virginia BanCorp dated July 11, 2016. Disclosure Schedules has the meaning set forth in Section 6.01. Dissenting Shares has the meaning set forth in Section 2.04. DOL has the meaning set forth in Section (i)(iii) of Exhibit C to this Agreement. Effective Date has the meaning set forth in Section 2.02. Effective Time means the effective time of the Merger, as provided for in Section 2.02. Environmental Laws means all applicable local, state and federal environmental, health and safety laws and regulations, including, without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation, and Liability Act, the Clean Water Act, the Federal Clean Air Act, and the Occupational Safety and Health Act, each as amended, regulations promulgated thereunder, and state counterparts. ERISA means the Employee Retirement Income Security Act of 1974, as amended. ERISA Affiliate has the meaning set forth in Section (i)(iv) of Exhibit C to this Agreement. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. Exchange Agent means Continental Stock Transfer and Trust. Exchange Fund has the meaning set forth in Section 4.04(a). Exchange Ratio has the meaning set forth in Section 4.01. FDIC has the meaning set forth in Section 6.03(d). Fee has the meaning set forth in Section 9.03(a). GAAP means United States generally accepted accounting principles as in effect from time to time, consistently applied. Governmental Authority means any court, administrative agency or commission or other federal, state or local governmental authority or instrumentality. Indemnified Party has the meaning set forth in Section 7.09(a). Insurance Amount has the meaning set forth in Section 7.09(a). Intellectual Property has the meaning set forth in Section (v) of Exhibit C to the Agreement. IRS has the meaning set forth in Section (g)(ii) of Exhibit C to this Agreement. Lien means any charge, mortgage, pledge, security interest, restriction, claim, lien, or encumbrance. Loans has the meaning set forth in Section (u) of Exhibit C to this Agreement. Material Adverse Effect means, with respect to Virginia BanCorp or Bay Banks, any event, change, effect, development, state of facts, condition, circumstances or occurrence that, individually or in the a

Certain Definitions from Stock and Asset Purchase Agreement

This STOCK AND ASSET PURCHASE AGREEMENT (this Agreement), dated as of October 12, 2016 (the Effective Date), is by and between Newell Brands Inc., a Delaware corporation (Parent), and Stanley Black & Decker, Inc., a Connecticut corporation (Purchaser). Each of Parent and Purchaser are sometimes referred to herein as a Party or collectively as the Parties.

Certain Definitions. The following terms, as used in this Agreement, have the following meanings: Accounting Principles means GAAP, as applied using the same accounting methods, policies, principles, practices and procedures (including classifications, judgments and estimation methodologies) as were used in the preparation of the Financial Statements, except as otherwise provided for in Exhibit 12.1(A). In the event of a conflict between GAAP and the Accounting Principles, the Accounting Principles shall control. Action means any action, claim, suit, arbitration, investigation or proceeding, in each case, by or before any Governmental Authority. Affiliate of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person. The term control 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, and the terms controlled by and under common control with have meanings correlative thereto. For purposes of the foregoing, (a) for all periods prior to the Closing, neither Purchaser, on the one hand, nor the Purchased Companies, on the other hand, will be treated as an Affiliate of the other, and (b) for all periods after the Closing, neither Parent, on the one hand, nor the Purchased Companies, on the other hand, will be treated as an Affiliate of the other. Affiliate Arrangements means (a) all Contracts, arrangements, commitments or transactions between Parent or any of its Affiliates (other than a Purchased Company), on the one hand, and a Purchased Company, on the other hand and (b) all Contracts, arrangements, commitments or transactions (other than employment Contracts) between any director, officer or stockholder of Parent or any of its Affiliates (other than a Purchased Company), on the one hand, and a Purchased Company, on the other hand, in each case of clause (a) and (b) which is currently in effect. Ancillary Agreements means the Transition Services Agreement, the Bailment Agreement and the Excluded Transfer Documents. Antitrust Laws means applicable supranational, national, federal, state, provincial or local Laws designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolizing or restraining trade or lessening competition of any other country or jurisdiction, to the extent applicable to the purchase and sale of the Purchased Equity Interests and the other transactions contemplated by this Agreement, including without limitation, the HSR Act and other similar competition or antitrust laws of any jurisdiction other than the United States. Asset Sellers means Parent and each Subsidiary of Parent listed on Exhibit 12.1(B). Assumed Benefit Plan means each Employee Benefit Plan or portion thereof (i) sponsored by one of the Purchased Companies as of the Closing, (ii) that Purchaser or any of its Affiliates has expressly agreed to assume pursuant to Article VII of this Agreement or (iii) that Purchaser or any of its Affiliates is required to assume under applicable Laws or any applicable Union Contract; provided however, that no defined UK Pension Scheme is an Assumed Benefit Plan. Assumed Foreign Benefit Plan means each Assumed Benefit Plan that is not an Assumed U.S. Benefit Plan. Assumed U.S. Benefit Plan means each Assumed Benefit Plan that is sponsored, maintained or contributed to by Parent or any of its Affiliates primarily for the benefit of current or former Business Employees based primarily in the United States (including Puerto Rico). Brazil Environmental Liabilities means all Liabilities to the extent arising or resulting from any Release of Hazardous Substances prior to the Closing at, on, under or from the Brazil Manufacturing Facility, including any (i) post-Closing exposure to or migration of any such Release, (ii) such Release identified in whole or in part in the Brazil Phase II or subsequent investigations, (iii) such Release from the facilitys wastewater discharge or treatment equipment and infrastructure (and including any discharges in violation of applicable Environmental Law resulting from the status quo operation of such equipment and infrastructure during the 180 day period following the Closing) and (iv) Actions arising or resulting from any such Release. Brazil Manufacturing Facility means the real property and facility located at the commonly known street address of Av. Presidente Kennedy, 1049, Carlos Barbosa, RS, Brazil, including all underlying and associated land, buildings, fixtures, equipment and other improvements thereon and appurtenant thereto. Brazil Phase II means the Confirmatory Environmental Investigation (Environmental Site AssessmentPhase II), IRWIN INDUSTRIAL TOOLS Carlos Barbosa RS, Brazil, prepared for Newell Brands by CH2M do Brasil Engenharia Ltda., dated October 2016. Bu

Certain Definitions from Asset Purchase Agreement

THIS ASSET PURCHASE AGREEMENT (this Agreement) is made and entered into as of September 13, 2016, by and between Extreme Networks, Inc., a Delaware corporation (Buyer) and Zebra Technologies Corporation, a Delaware corporation (Seller). Buyer and Seller are each sometimes referred to herein individually as a Party and are collectively referred to herein as the Parties. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I below.

Certain Definitions. As used in this Agreement, the following terms have the following meanings. Acquisition Proposal means an indication of interest, offer or proposal to acquire Sellers or any of its Subsidiaries right, title and interest in and to all or any material portion of the Purchased Assets or the Business in a single transaction or series of related transactions (other than the transactions provided for in this Agreement). Action means any claim, demand, action, suit, arbitration, investigation or similar proceeding before a Governmental Body. Table of Contents Affiliate of any particular Person means any other Person controlling, controlled by or under common control with such particular Person where control means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise. Agreed Amount shall have the meaning given to such term in Section 8.9(e). Agreement shall have the meaning given to such term in the Preamble. Allocation shall have the meaning given in Section 2.14. Ancillary Agreements means the Assignment and Assumption Agreement, Bill of Sale, Patent Assignment Agreement, Escrow Agreement, Trademark Assignment Agreement, Domain Name Assignment Agreement, the Intellectual Property License Agreement, the Transition Services Agreement, the Sublease Agreement, the Local Asset Transfer Agreements and the Non-Compete Agreement. Arbiter shall have the meaning given to such term in Section 2.7(b). Assigned Contracts shall have the meaning given to such term in Section 2.1(b)(vi). Assigned Intellectual Property means, collectively, any and all Intellectual Property Rights owned by Seller or any of its Subsidiaries (including Sellers or the applicable Subsidiarys co-ownership interest in any such Intellectual Property Right with a third party) and primarily used or primarily held for use in connection with the Business, including: (A) all of the patents and patent applications identified in Schedule 2.1(b)(i)-A; (B) all of the trademark registrations and trademark applications identified in Schedule 2.1(b)(i)-B, and the goodwill associated therewith; (C) all of the copyright registrations identified in Schedule 2.1(b)(i)-C; and (D) all of the Internet domain names identified in Schedule 2.1(b)(i)-D. Assigned IT Assets has the meaning set forth in Section 2.1(b)(ii). Assignable Shared Contracts has the meaning set forth in Section 4.10. Assignment and Assumption Agreement means that certain Assignment and Assumption Agreement in substantially the form of Exhibit A attached hereto. Assumed Liabilities shall have the meaning given to such term in Section 2.3(a). Base Consideration means $55,000,000. Bill of Sale means that certain Bill of Sale in substantially the form of Exhibit B attached hereto. Business means the business of designing, developing, manufacturing, distributing, offering for sale, selling, reselling, supporting, and providing maintenance, product, and network management services for Business Products; provided, however, that the term Business does not include or apply with respect to any: (i) products that provide connectivity primarily using a Table of Contents standard other than IEEE 802.11; (ii) Sellers hardware and software mobile engagement platform known as MPact; (iii) products capable of providing wireless connectivity but having a primary use other than for wireless connectivity; (iv) products that do not, as their primary function, provide wireless connectivity to wireless products within a local area network (whether indoors or outdoors) using the IEEE 802.11 standard (as such standard may be amended or supplemented over time); (v) Excluded Standards Products; or (vi) the business of designing, developing, manufacturing, distributing, offering for sale, selling, reselling, supporting, or providing maintenance, product, or network management services for any of the foregoing clauses (i) through (v). Business Day shall mean a day other than Saturday and Sunday or any day on which commercial banks located in the State of New York are authorized or obligated to close. Business Equipment means all items of equipment, machinery, scientific or other instruments, tools, furniture and furnishings, office materials and supplies and other tangible personal property assets used primarily in the conduct of the Business, including as listed in Schedule 2.1(b)(v). Business Employee means each employee of Seller who is principally engaged by, or provides services principally to, the Business. Business Intellectual Property means the Assigned Intellectual Property and the In-Licensed Intellectual Property. Business Permits shall have the meaning given to such term in Section 2.1(b)(viii). Business Products means network infrastructure products that provide connectivity to wireless products within a local area network (whether indoors or outdoors) and that operate in compliance with the IEEE 8

Certain Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this Agreement), dated September 12, 2016, is by and between Renesas Electronics Corporation, a Japanese corporation (Parent) and Intersil Corporation, a Delaware corporation (the Company). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent and the Company are each sometimes referred to herein as a Party and collectively as the Parties.

Certain Definitions. For the purposes of this Agreement, the term: Accelerated RSU means the portion of each Company RSU (i) that is neither a 2017 Annual Grant nor an award that is not exempt from Code Section 409A pursuant to Treasury Regulations Section 1.409A-1(b)(4), (ii) that is outstanding immediately prior to the Effective Time and (iii) that, in the absence of the Transactions, is not scheduled to vest until calendar years (A) 2017, if the Effective Time occurs prior to April 1, 2017; (B) 2019; and (C) 2020. Acceptable Confidentiality Agreement means a confidentiality agreement that contains terms that are no less favorable in the aggregate to the Company, than those contained in the Confidentiality Agreement; provided, however, that an Acceptable Confidentiality Agreement (i) shall not be required to contain standstill provisions, Table of Contents (ii) shall not provide for an exclusive right to negotiate with the Company, and (iii) shall not restrict the Company from complying with Section 5.2. Action means any and all litigation, suits, actions, legal proceedings, audits, arbitrations or mediations by or before any Governmental Authority. Adverse Law or Order means (i) any Law shall have been enacted or promulgated by any Governmental Authority of competent jurisdiction which prohibits or makes illegal the consummation of the Merger or (ii) there shall be in effect any Order preventing the consummation of the Merger. Antitrust Laws mean any antitrust, competition or trade regulation Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, including the HSR Act. business days means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York and Tokyo, Japan are authorized or required by applicable Law to close. CFIUS means the Committee on Foreign Investment in the United States, and each member agency thereof, acting in such capacity. CFIUS Approval means (i) CFIUS has issued a written notification stating that CFIUS has concluded that the Transactions contemplated by this Agreement are not a covered transaction and not subject to review under applicable Law; (ii) the review of the Transactions contemplated by this Agreement under Section 721 has been concluded, and CFIUS has determined that there are no unresolved national security concerns with respect to the Transactions; or (iii) CFIUS has sent a report to the President of the United States requesting the Presidents decision and either (A) the President has not taken any action within 15 days from the date the President received the report from CFIUS or (B) the President has announced a decision not to take any action to suspend, prohibit or place any limitations on the Transactions. Claim means any and all allegations, claims, demands and causes of action. Code means the Internal Revenue Code of 1986, as amended. Company Bylaws means the amended and restated bylaws of the Company in effect on the date of this Agreement. Company Certificate means the Certificate of Incorporation of the Company in effect on the date of this Agreement. Company Equity Awards means each outstanding award granted under the Company Equity Plans, each option to purchase a share of Company Common Stock under the Company ESPP, and each other outstanding Company Option, Company RSU, Company MSU and Director RSU. Company Equity Plans means: the Companys Amended and Restated 2008 Equity Compensation Plan; the DSU Inducement Award Agreement between the Company and Necip Sayiner, effective April 1, 2013; the Companys 1999 Equity Compensation Plan; the Companys 2009 Option Exchange Plan; and the Company ESPP. Company ERISA Affiliate means any trade or business (whether or not incorporated), which is or within the last six years, has been under common control with the Company within the meaning of Section 4001(b)(1) of ERISA, or which together with the Company is, or within the last six years, has been treated as a single employer for purposes of Section 414(b), (c), (m) or (o) of the Code. Table of Contents Company ESPP means the Companys Employee Stock Purchase Plan (as amended on May 6, 2014). Company Governing Documents means the Company Bylaws and the Company Certificate. Company Immaterial Trademark Licenses means licenses or other rights of use granted by the Company or any Company Subsidiary in respect of Trademarks to Third Party vendors to refer to the Company as a customer and rights granted to third parties as part of corporate sponsorships, or other similar licenses or rights that are not material to the Company or Company Subsidiaries. Company Insiders means those officers and directors of the Company who are subject to the reporting requirements of Section 16(a) of the Exchange Act. Company Intervening Event means an Effect (a) that was not known to the Company Board of Directors, or the material cons

Certain Definitions from Asset Purchase Agreement

This ASSET PURCHASE AGREEMENT (this Agreement) is dated as of May 16, 2016, by and between Pennsylvania Land Resources, LLC, a Delaware limited liability company (Seller), and Vantage Energy Appalachia II LLC, a Delaware limited liability company (Purchaser). Seller and Purchaser are individually referred to herein as a party and collectively as the parties.

Certain Definitions. For purposes of this Agreement, the following terms, when used herein with initial capital letters, have the meanings specified in this Section 1.1 or in other Sections of this Agreement as identified herein: 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, such Person, and 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 such Person, whether through ownership of voting securities, by contract or otherwise, and includes an affiliate under section 101(2) of the Bankruptcy Code. Asset Taxes means ad valorem, sales or use, property, excise, severance, production or similar Taxes (including any interest, fine, penalty or additions to tax imposed by a Governmental Authority in connection with such taxes) based upon the acquisition, operation, ownership, production or sale of the Purchased Assets or Hydrocarbons produced therefrom, but excluding, for the avoidance of doubt, any income, capital gains, franchise or similar Taxes and any Transfer Taxes incurred or imposed with respect to the transactions described in this Agreement. Bidding Procedures Order means the order of the Bankruptcy Court entered on March 11, 2016 (Docket No. 1754). Business Day means any day of the year (i) on which banking institutions in New York City are open to the public for conducting business and are not required or authorized to close and (ii) that is not a Legal Holiday as defined in Rule 9006(A)(6) of the Federal Rules of Bankruptcy Procedure. CERCLA means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. SS 9601, et seq. Coal Mining Operations means any and all present or future, surface or subsurface activity necessary to operate a coal mine and extract coal, including, but not limited to, development mining, long wall mining, coal processing, pre-mining and post-mining removal of methane from coal or surrounding coal strata, drilling exploration holes and gob vent boreholes and installing or operating portals, shafts, fans, other surface structures, pipelines, power lines, water lines, pumps or compressors. Code means the Internal Revenue Code of 1986, as amended. Contract means any contract, agreement, lease or other agreement, but excluding all the Seller Indebtedness Documents and the Hedges. Coordination Agreement means the Coordination Agreement to be executed at Closing by and among Cumberland Coal Resources, LP, a Delaware limited partnership, Emerald Coal Resources, LP, a Delaware limited partnership, Foundation Mining, LLC, a Delaware limited liability company and Purchaser, substantially in the form attached as Exhibit A to this Agreement. Coordination Area means the lands depicted on Exhibit B to this Agreement. Customary Post-Closing Consents means the consents and approvals from Governmental Bodies customarily obtained after the conveyance and assignment of properties similar to the Purchased Assets that do not constitute a Necessary Consent. Effective Time means 7:00 a.m. (eastern prevailing time) on April 1, 2016. Employee Benefit Plan means each employee benefit plan as defined in Section 3(3) of ERISA and each other plan, policy, program, agreement, understanding and arrangement (whether written or oral) providing direct or indirect compensation or other benefits to any current or former director, officer, employee or consultant (or to any dependent or beneficiary thereof) of Seller or any of its Affiliates or ERISA Affiliates that is now or has been maintained, sponsored or contributed to by Seller or any of its Affiliates or ERISA Affiliates or under the terms of which Seller or any of its Affiliates or ERISA Affiliates have or are reasonably likely to have any Liability, including all employment, consulting, severance, termination, incentive, bonus, deferred compensation, retirement, SERP, pension, savings, profit sharing, retention, change in control, vacation, holiday, cafeteria, medical, disability, life, accident, fringe benefit, health, welfare, stock-based and other compensation and benefit plans, policies, programs, agreements, understandings or arrangements. Employees means all individuals, as of the date hereof, whether or not actively at work as of the date hereof, who are employed by Seller exclusively in the Business, together with individuals who are hired exclusively in respect of the Business after the date hereof and prior to the Closing. Encumbrance means a mortgage, deed of trust, lien, pledge, option, charge, assessment, lease, security interest, right of way, easement, servitude, right of first option, right of first refusal or other similar encumbrance or restriction or any other right of a Third Party in respect of any Purchased Asset. Envi

Certain Definitions from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of September 12, 2016 by and among Horizon Pharma plc, a public limited company organized under the laws of Ireland (Parent), Misneach Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Parent (Merger Sub), and Raptor Pharmaceutical Corp., a Delaware corporation (the Company). Certain capitalized terms used in this Agreement are defined in Article X.

Certain Definitions. For all purposes of and under this Agreement, the following capitalized terms shall have the following respective meanings: Acceptable Confidentiality Agreement shall mean an agreement which contains provisions limiting the disclosure or use of non-public information with respect to the Company that are not materially less favorable in the aggregate to the Company than the terms of the Confidentiality Agreement (provided that such Acceptable Confidentiality Agreement need not contain a standstill or similar provision if, upon the execution of this Agreement, any similar obligations contained in confidentiality agreements with third parties who have received confidential information relating to the Company or any of its Subsidiaries in the twelve month period prior to the date of this Agreement in connection with the contemplation of a possible Acquisition Proposal shall have expired). Acceptance Time shall mean the date and time of the acceptance for payment by Merger Sub of Company Shares pursuant to and subject to the conditions of the Offer. Acquisition Proposal shall mean any offer or proposal (other than an offer or proposal by Parent or Merger Sub) to engage in an Acquisition Transaction. Acquisition Transaction shall mean any transaction or series of related transactions (other than the transactions contemplated by this Agreement) resulting in: (i) any acquisition by any Person or group (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) of more than twenty percent (20%) of the outstanding voting securities of the Company or any tender offer or exchange offer that if consummated would result in any Person or group (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) beneficially owning more than twenty percent (20%) of the outstanding voting securities of the Company; (ii) any merger, consolidation, business combination, recapitalization, reorganization or other similar transaction involving the Company pursuant to which any Person or group (as defined in or under Section 13(d) of the Exchange Act), other than the Company Stockholders (as a group) immediately prior to the consummation of such transaction, would hold Company Shares representing more than twenty percent (20%) of the voting power of the surviving entity after giving effect to the consummation of such transaction; or (iii) any sale, lease (other than in the ordinary course of business), exchange, transfer, exclusive license, or other acquisition of more than twenty percent (20%) of the consolidated assets of the Company. Affiliate shall mean, with respect to any Person, any other Person which directly or indirectly controls, is controlled by or is under common control with such Person. For purposes of the immediately preceding sentence, the term control (including, with correlative meanings, the terms controlling, controlled by and under common control with), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by Contract or otherwise. Antitrust Law shall mean the Sherman Antitrust Act of 1890, as amended, the Clayton Act of 1914, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or the creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement. Business Day shall mean a day except a Saturday, a Sunday or other day on which banks in the City of New York or in Dublin, Ireland are authorized or required by Law to be closed. COBRA shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and any state law of similar effect. Code shall mean the Internal Revenue Code of 1986, as amended. Company 401(k) Plan shall mean the Companys Retirement Savings Plan. Company Awards shall mean the Company Options and the Company RSU Awards as the case may be. Company Board shall mean the Board of Directors of the Company. Company Convertible Notes shall mean those certain 8.0% Convertible Senior Notes due 2019 issued by the Company pursuant to that certain Convertible Note Purchase Agreement, dated July 1, 2014, with HealthCare Royalty Partners II, L.P., HCRP Overflow Fund, L.P. and MOLAG Healthcare Royalty, LLC. Company Employee shall mean any current or former employee, officer or director of the Company or any of its Subsidiaries. Company ESPP shall mean the Companys 2013 Employee Stock Purchase Plan. Company Intellectual Property Rights shall mean (a) all Intellectual Property Rights that are owned or purported to be owned by the Company or any

Certain Definitions from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of September 12, 2016 by and among Horizon Pharma plc, a public limited company organized under the laws of Ireland (Parent), Misneach Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Parent (Merger Sub), and Raptor Pharmaceutical Corp., a Delaware corporation (the Company). Certain capitalized terms used in this Agreement are defined in Article X.

Certain Definitions. For all purposes of and under this Agreement, the following capitalized terms shall have the following respective meanings: Acceptable Confidentiality Agreement shall mean an agreement which contains provisions limiting the disclosure or use of non-public information with respect to the Company that are not materially less favorable in the aggregate to the Company than the terms of the Confidentiality Agreement (provided that such Acceptable Confidentiality Agreement need not contain a standstill or similar provision if, upon the execution of this Agreement, any similar obligations contained in confidentiality agreements with third parties who have received confidential information relating to the Company or any of its Subsidiaries in the twelve month period prior to the date of this Agreement in connection with the contemplation of a possible Acquisition Proposal shall have expired). Acceptance Time shall mean the date and time of the acceptance for payment by Merger Sub of Company Shares pursuant to and subject to the conditions of the Offer. Acquisition Proposal shall mean any offer or proposal (other than an offer or proposal by Parent or Merger Sub) to engage in an Acquisition Transaction. Acquisition Transaction shall mean any transaction or series of related transactions (other than the transactions contemplated by this Agreement) resulting in: (i) any acquisition by any Person or group (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) of more than twenty percent (20%) of the outstanding voting securities of the Company or any tender offer or exchange offer that if consummated would result in any Person or group (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) beneficially owning more than twenty percent (20%) of the outstanding voting securities of the Company; (ii) any merger, consolidation, business combination, recapitalization, reorganization or other similar transaction involving the Company pursuant to which any Person or group (as defined in or under Section 13(d) of the Exchange Act), other than the Company Stockholders (as a group) immediately prior to the consummation of such transaction, would hold Company Shares representing more than twenty percent (20%) of the voting power of the surviving entity after giving effect to the consummation of such transaction; or (iii) any sale, lease (other than in the ordinary course of business), exchange, transfer, exclusive license, or other acquisition of more than twenty percent (20%) of the consolidated assets of the Company. Affiliate shall mean, with respect to any Person, any other Person which directly or indirectly controls, is controlled by or is under common control with such Person. For purposes of the immediately preceding sentence, the term control (including, with correlative meanings, the terms controlling, controlled by and under common control with), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by Contract or otherwise. Antitrust Law shall mean the Sherman Antitrust Act of 1890, as amended, the Clayton Act of 1914, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or the creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement. Business Day shall mean a day except a Saturday, a Sunday or other day on which banks in the City of New York or in Dublin, Ireland are authorized or required by Law to be closed. COBRA shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and any state law of similar effect. Code shall mean the Internal Revenue Code of 1986, as amended. Company 401(k) Plan shall mean the Companys Retirement Savings Plan. Company Awards shall mean the Company Options and the Company RSU Awards as the case may be. Company Board shall mean the Board of Directors of the Company. Company Convertible Notes shall mean those certain 8.0% Convertible Senior Notes due 2019 issued by the Company pursuant to that certain Convertible Note Purchase Agreement, dated July 1, 2014, with HealthCare Royalty Partners II, L.P., HCRP Overflow Fund, L.P. and MOLAG Healthcare Royalty, LLC. Company Employee shall mean any current or former employee, officer or director of the Company or any of its Subsidiaries. Company ESPP shall mean the Companys 2013 Employee Stock Purchase Plan. Company Intellectual Property Rights shall mean (a) all Intellectual Property Rights that are owned or purported to be owned by the Company or any