Confidentiality Agreement Uses in Definitions Clause

Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of July 14, 2017 (this Agreement), by and among H&E Equipment Services, Inc., a Delaware corporation (Parent), Neff Corporation, a Delaware corporation (Company), and Yellow Iron Merger Co., a Delaware corporation and a direct, wholly owned subsidiary of Parent (Merger Sub). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article IX below.

Definitions. For purposes hereof, the following terms when used herein shall have the respective meanings set forth below: Acceptable Confidentiality Agreement means a confidentiality agreement that contains terms that are no less favorable to Company in the aggregate than those contained in the Confidentiality Agreement and that contains customary standstill provisions that are reasonably acceptable to Parent; provided that (a) the standstill provisions shall provide that a person may make a non-public Acquisition Proposal to the Company Board or the Special Committee and (b) the form attached hereto as Exhibit D is deemed acceptable; provided further, such confidentiality agreement shall not prohibit compliance by Company with any of the provisions of Section 6.8. Acquisition Proposal shall mean, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, relating to, in a single transaction or series of related transactions, any direct or indirect (a) acquisition of more than 20% of the consolidated assets of Company and its Subsidiaries taken as a whole (based on the fair market value thereof), including through the acquisition of one or more Subsidiaries of Company owning such assets, (b) acquisition of beneficial ownership (as defined in Rule 12d-3 under the Exchange Act) of more than 20% of the outstanding Equity Interests of Company or any of its Subsidiaries, (c) tender offer or exchange offer that if consummated would result in any person or group beneficially owning more than 20% of the outstanding Equity Interests of Company or any of its Subsidiaries, (d) merger, consolidation, share exchange, other business combination, reorganization, recapitalization, license, joint venture, partnership, liquidation, dissolution or other similar transaction involving (i) Company or its Subsidiaries whose assets, individually or in the aggregate, constitute more than twenty percent (20%) of the consolidated assets of Company and its Subsidiaries, taken as a whole (based on the fair market value thereof), or (ii) more than 20% of the aggregate Equity Interests of Company or of the surviving entity, (e) liquidation or dissolution of Company or (f) any combination of the foregoing. Action means any claim, action, suit, audit, charge, assessment, complaint, grievance, arbitration, or any proceeding, or, to the applicable partys knowledge, any investigation or inquiry, whether at law in equity or otherwise, in each case, that is by or before any Governmental Entity or arbitrator. Charter Documents means, respectively, (i) the Company Certificate, (ii) the Company Bylaws and (iii) the certificate of incorporation, articles of incorporation, bylaws, certificate of formation, limited liability company agreement, operating agreement or other organizational documents, each as amended to date, of each Subsidiary of Company. Code means the Internal Revenue Code of 1986, as amended. Company Benefit Plans means all employee benefit plans (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and all bonus, equity, equity-based, incentive compensation, deferred compensation, retirement, pension, consulting, medical, dental, vision, disability, welfare, fringe benefit, paid time off, perquisite, retiree medical or life insurance, supplemental retirement, retention, change in control, employment, termination, and severance plans, programs, contracts, agreements or arrangements, in any case, maintained, contributed to, or required to be contributed to, by Company or any of its Subsidiaries or with respect to which Company or any of its Subsidiaries has any liability. Company Class A Common Stock means the Class A common stock, par value $0.01 per share, of Company. Company Class B Common Stock means the Class B common stock, par value $0.01 per share, of Company. Company Common Stock means the Company Class A Common Stock and the Company Class B Common Stock. Company ERISA Affiliate means any entity which together with Company would be deemed a single employer within the meaning of Section 4001 of ERISA or Section 414 of the Code. Company Material Adverse Effect means any event, circumstance, occurrence, fact, condition, development, effect or change that (a) has a material adverse effect on the ability of Company to perform its obligations under this Agreement and to consummate the Merger and the transactions contemplated by this Agreement or (b) would reasonably be expected to, individually or in the aggregate, be materially adverse to the business, properties, assets, results of operations or condition (financial or otherwise) of Company and its Subsidiaries, taken as a whole; provided, that in no event shall any events, circumstances, occurrences, facts, conditions, developments, effects or changes, alone or in combination, be deemed to constitute or be taken into account in determining whether there has been or may be a Company M

Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of July 14, 2017 (this Agreement), by and among H&E Equipment Services, Inc., a Delaware corporation (Parent), Neff Corporation, a Delaware corporation (Company), and Yellow Iron Merger Co., a Delaware corporation and a direct, wholly owned subsidiary of Parent (Merger Sub). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article IX below.

Definitions. For purposes hereof, the following terms when used herein shall have the respective meanings set forth below: Acceptable Confidentiality Agreement means a confidentiality agreement that contains terms that are no less favorable to Company in the aggregate than those contained in the Confidentiality Agreement and that contains customary standstill provisions that are reasonably acceptable to Parent; provided that (a) the standstill provisions shall provide that a person may make a non-public Acquisition Proposal to the Company Board or the Special Committee and (b) the form attached hereto as Exhibit D is deemed acceptable; provided further, such confidentiality agreement shall not prohibit compliance by Company with any of the provisions of Section 6.8. Acquisition Proposal shall mean, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, relating to, in a single transaction or series of related transactions, any direct or indirect (a) acquisition of more than 20% of the consolidated assets of Company and its Subsidiaries taken as a whole (based on the fair market value thereof), including through the acquisition of one or more Subsidiaries of Company owning such assets, (b) acquisition of beneficial ownership (as defined in Rule 12d-3 under the Exchange Act) of more than 20% of the outstanding Equity Interests of Company or any of its Subsidiaries, (c) tender offer or exchange offer that if consummated would result in any person or group beneficially owning more than 20% of the outstanding Equity Interests of Company or any of its Subsidiaries, (d) merger, consolidation, share exchange, other business combination, reorganization, recapitalization, license, joint venture, partnership, liquidation, dissolution or other similar transaction involving (i) Company or its Subsidiaries whose assets, individually or in the aggregate, constitute more than twenty percent (20%) of the consolidated assets of Company and its Subsidiaries, taken as a whole (based on the fair market value thereof), or (ii) more than 20% of the aggregate Equity Interests of Company or of the surviving entity, (e) liquidation or dissolution of Company or (f) any combination of the foregoing. Action means any claim, action, suit, audit, charge, assessment, complaint, grievance, arbitration, or any proceeding, or, to the applicable partys knowledge, any investigation or inquiry, whether at law in equity or otherwise, in each case, that is by or before any Governmental Entity or arbitrator. Charter Documents means, respectively, (i) the Company Certificate, (ii) the Company Bylaws and (iii) the certificate of incorporation, articles of incorporation, bylaws, certificate of formation, limited liability company agreement, operating agreement or other organizational documents, each as amended to date, of each Subsidiary of Company. Code means the Internal Revenue Code of 1986, as amended. Company Benefit Plans means all employee benefit plans (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and all bonus, equity, equity-based, incentive compensation, deferred compensation, retirement, pension, consulting, medical, dental, vision, disability, welfare, fringe benefit, paid time off, perquisite, retiree medical or life insurance, supplemental retirement, retention, change in control, employment, termination, and severance plans, programs, contracts, agreements or arrangements, in any case, maintained, contributed to, or required to be contributed to, by Company or any of its Subsidiaries or with respect to which Company or any of its Subsidiaries has any liability. Company Class A Common Stock means the Class A common stock, par value $0.01 per share, of Company. Company Class B Common Stock means the Class B common stock, par value $0.01 per share, of Company. Company Common Stock means the Company Class A Common Stock and the Company Class B Common Stock. Company ERISA Affiliate means any entity which together with Company would be deemed a single employer within the meaning of Section 4001 of ERISA or Section 414 of the Code. Company Material Adverse Effect means any event, circumstance, occurrence, fact, condition, development, effect or change that (a) has a material adverse effect on the ability of Company to perform its obligations under this Agreement and to consummate the Merger and the transactions contemplated by this Agreement or (b) would reasonably be expected to, individually or in the aggregate, be materially adverse to the business, properties, assets, results of operations or condition (financial or otherwise) of Company and its Subsidiaries, taken as a whole; provided, that in no event shall any events, circumstances, occurrences, facts, conditions, developments, effects or changes, alone or in combination, be deemed to constitute or be taken into account in determining whether there has been or may be a Company M

DEFINITIONS from Collaboration and License Agreement

This DEVELOPMENT COLLABORATION AND LICENSE AGREEMENT (together with the exhibits hereto, this Agreement) is entered into on this 27th day of May, 2016 (the Effective Date), by and between NESTEC S.A., with a place of business at Avenue Nestle 55, 1800 Vevey, Switzerland (NESTEC) and DBV TECHNOLOGIES, S.A., with a place of business at 177-181 avenue Pierre Brossolette 92120 Montrouge France (DBV). NESTEC and DBV may each be referred to herein individually as a Party and collectively as the Parties.

DEFINITIONS. The following terms as used in this Agreement shall have the meanings set forth in this ARTICLE I: 1.1 Acquirer means, any Third Party (together with its Affiliates but excluding DBV and DBVs Affiliates) that after the Effective Date either (a) acquires the control (within the meaning of article L.233-3 of the French Code de commerce) of DBV, or (b) acquires all or substantially all of DBVs assets or business going concern, in each (a) or (b) cases by any means whatsoever, securities purchase, merger, consolidation, contribution, spin off, sale of assets or business going concern, or transfer to a trust (fiducie). 1.2 Affiliate means, with respect to a particular Person, any other Person that directly or indirectly is controlled by, controls or is under common control with such Person as defined in article L. 233-3 of the French Code de commerce. 1.3 Anti-Bribery Laws means the US Foreign Corrupt Practices Act, as amended (15 U.S.C. SSSS 78dd-1, et. seq.), the United Kingdom Bribery Act 2010 and all other similar laws throughout the Territories for prevention of providing inducements to government officials to obtain or retain business or gain an improper advantage. 1.4 Biosimilar/Generic Product means a diagnostic test for CMPA which (i) is identical or highly similar to the Licensed Product known as a reference product, and has no clinically meaningful differences in terms of safety and effectiveness from the reference product, (ii) is registered and commercialized by a Third Party without any license or right by NESTEC, its Affiliates or Sublicensees, and (iii) is approved for use pursuant to a regulatory approval process governing approval of generic, interchangeable or biosimilar biologics based on the then-current standards for regulatory approval, whether or not such regulatory approval was based upon clinical data generated by the Parties pursuant to this Agreement or was obtained using an abbreviated, expedited or other process. 1.5 Business Day means a day other than Saturday, Sunday or other day on which commercial banks in Paris, France and in Vevey, Switzerland, are generally closed. 1.6 Calendar Quarter means the successive periods of three (3) consecutive calendar months ending on March 31, June 30, September 30 or December 31, for so long as this Agreement is in effect. 1.7 Calendar Year means any year beginning on January 1 and ending on December 31 of such year. 1.8 Clinical Trial means a clinical study conducted on certain numbers of human subjects (depending on the phase of the trial) that is designed to (a) establish that a product for the diagnosis of human diseases and conditions is reasonably safe for continued testing, (b) investigate the safety and efficacy of the product for its intended use, and to define warnings, precautions and adverse reactions that may be associated with the product in the dosage range to be prescribed, and/or (c) support Regulatory Approval of such product or label expansion of such product, in accordance with 21 CFR Part 56, 21 CFR Part 50 and 21 CFR Part 812 and the equivalent requirements of a Regulatory Authority outside of the United States. 1.9 CMC or Chemistry and Manufacturing Control means pharmaceutical development covering all chemistry, manufacturing and controls activities, including manufacturing process scale up (including without limitation, registration batches/process validation, engineering studies qualification and validation, process validation, characterization and stability, scale and technology transfer to contract manufacturing organizations), analytical methods, qualification and validation activities, quality assurance/quality control development. [***] = CONFIDENTIAL TREATMENT REQUESTED 1.10 CMP means the following cows milk proteins: [***]. 1.11 CMPA means cows milk protein allergy. 1.12 Commercialization means all activities related to the commercial exploitation of products for the diagnosis of human diseases and conditions, including importation, exportation, marketing, promotion, distribution, pre-launch, launch, sale, and offering for sale of such products, but excluding Manufacturing and Development activities, as well as any Clinical Trials. When used as a verb, Commercialize or Commercializing means to engage in Commercialization. 1.13 Commercialization Plan has the meaning set forth in Section 6.2.1. 1.14 Commercially Reasonable Efforts means: 1.14.1 with respect to the obligations of a Party under this Agreement relating to Development or Commercialization activities, the level of efforts and expenditure of resources required to carry out such obligation in a sustained manner consistent with the efforts and resources such Party typically devotes to a product of similar market potential, resulting from its own research efforts or development and commercialization collaborations for which it is responsible, at a similar stage in its development or product life, and using commercially reasonable financial resources and ma

Definitions from Membership Interest Purchase Agreement

This MEMBERSHIP INTEREST PURCHASE AGREEMENT is dated as of October 29, 2016 and is by and between CenterPoint Energy Services, Inc., a Delaware corporation (Buyer) and Atmos Energy Holdings, Inc., a Delaware corporation (Seller). Buyer and Seller are individually referred to herein as Party, and collectively referred to herein as the Parties. Capitalized terms used in this Agreement and not otherwise defined are defined in Section 1.1 hereof.

Definitions. As used in this Agreement, the following terms shall have the following meanings unless the context otherwise requires: Affiliate of a Person means a Person directly or indirectly controlled by, controlling or under common control with such Person. For the purposes of this definition, control means, when used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise, and the terms controlling and controlled have correlative meanings. Agreement means this Membership Interest Purchase Agreement, as the same may be amended or supplemented from time to time, together with the exhibits and schedules hereto. Applicable Law means any federal, state, local or municipal statute, law (excluding principles of common law), rule, or regulation, or any judgment, award, order, ordinance, writ, injunction, or decree of, any Governmental Entity to which a specified Person is subject. Assets means the assets and properties of the Company. Asset Management Agreements means Contracts between the Company and owners of natural gas transportation and storage assets pursuant to which the Company is granted the right to manage and control the capacity associated with proprietary and customer-owned transportation and storage assets. Books and Records means files, data and documents in every medium stored or contained in Sellers or the Companys possession to the extent related to the Business or the Customers, including, without limitation, all (a) present and pending customer lists, (b) audio recordings of the Customers authorizations, (c) account numbers, (d) business reply cards, (e) past regulatory filings with applicable regulatory authorities, (f) other information necessary to enroll and continue servicing the Customers as customers of the Company after the Closing, (g) Tax Returns of the Company for all periods for which the statute of limitations remains open, and (h) information relating to daily natural gas inventory storage volumes injected and withdrawn and the associated pricing information and physical hedge information; provided, however, that Books and Records does not include: (i) any of the foregoing to the extent related to the Excluded Assets and Liabilities; (ii) information which, if provided to Buyer, would violate any Applicable Law or Order; and (iii) any valuations of or related to the Business. Business means the retail and wholesale supply of natural gas and related services, and ownership of contracts and other assets relating thereto, including (a) aggregating and purchasing natural gas supply, arranging transportation and storage logistics and delivering gas to customers and (b) using customer-owned transportation and storage assets to provide services to customers, including furnishing natural gas supplies at fixed and market-based prices, contract negotiation and administration, load forecasting, gas storage acquisition and management services, transportation services, peaking sales and balancing services, capacity utilization strategies and gas price hedging through the use of financial instruments. Business Day means any day other than Saturday or Sunday or any other day on which banks in Houston, Texas are permitted or required to close. Code means the Internal Revenue Code of 1986, as amended. Confidentiality Agreement means the Confidentiality Agreement between Atmos Energy Corporation and CenterPoint Energy Services, Inc. dated as of September 1, 2016. Contract means any contract, agreement, indenture, note, bond, loan, instrument, lease, commitment, conditional sale contract, purchase or sale order, mortgage, license, franchise, insurance policy, power of attorney or other legally binding arrangement, whether written or oral. Customer means each Person to whom the Company is providing retail or wholesale natural gas services. Customer Contracts means all of Sellers Contracts with Customers for the supply of natural gas. Disclosure Schedule means the schedules of Seller attached to this Agreement. Easement Interest means an easement, license, right of way or any other access right in real property. Encumbrances means liens, pledges, options, security interests, charges, restrictions, claims, hypothecations, reservations and all other encumbrances or adverse rights or interests whatsoever (other than those created under applicable securities laws). Environment means all soil, real property, air, water (including surface water, streams, ponds, drainage basins and wetlands), groundwater, sediments, land surface or subsurface strata and geologic formations, natural resources, fish, plant, wildlife, rare, threatened or endangered species or any other environmental media or natural resources. Environmental Claims means any and all administrative or judicial actions, suits, orders, liens, notices, claims, notices of violati

Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of August 3, 2016, among Sizmek Inc., a Delaware corporation (the Company), Solomon Holding, LLC, a Delaware limited liability company (Parent), and Solomon Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Subsidiary).

Definitions. a) As used herein, the following terms have the following meanings: 1933 Act means the Securities Act of 1933. 1934 Act means the Securities Exchange Act of 1934. Acceptable Confidentiality Agreement means an agreement with the Company that is either (i) in effect as of the execution and delivery of this Agreement; or (ii) executed, delivered and effective after the execution and delivery of this Agreement, in either case containing provisions that require any counterparty thereto (and any of its Affiliates and representatives named therein) that receive material non-public information of or with respect to the Company to keep such information confidential; provided, however, that, in each case, the provisions contained therein are no less restrictive in any material respect to such counterparty (and any of its Affiliates and representatives named therein) than the terms of the Confidentiality Agreement (it being understood that such agreement need not contain any standstill or similar provisions or otherwise prohibit the making of any Acquisition Proposal). If the confidentiality provisions of such Acceptable Confidentiality Agreement are less restrictive in the aggregate to such counterparty (and any of its Affiliates and representatives named therein) than the terms of the Confidentiality Agreement, then, notwithstanding the foregoing, such agreement will be deemed to be an Acceptable Confidentiality Agreement if the Company offers to amend the Confidentiality Agreement so as to make the confidentiality provisions of the Confidentiality Agreement as restrictive in the aggregate as the confidentiality agreement signed by such counterparty. Acquisition Proposal means any bona fide written offer, indication of interest or proposal relating to an Acquisition Transaction (other than an offer or proposal by Parent or one of its Subsidiaries) contemplating or otherwise relating to any Acquisition Transaction. Acquisition Transaction means any transaction or series of related transactions (other than the transactions contemplated by this Agreement) involving:

Definitions from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of June 16, 2016, is made by and among ShippingEasy Group, Inc., a Delaware corporation (the "Company"), Stamps.com Inc., a Delaware corporation ("Parent"), SEG Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub") and Tim Jugmans, in his capacity as the Representative (as hereinafter defined).

Definitions. Capitalized terms used in this Agreement but not otherwise defined shall have the following meanings: "Action" means any lawsuit, claim, suit or judicial or legal proceeding, arbitration or similar adjudicatory proceeding or investigation by or before any Governmental Authority. "Affiliate" of any particular Person means any other Person controlling, controlled by or under common control with such particular Person. For the purposes of this definition, "controlling," "controlled" and "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, contract or otherwise. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. "Aggregate Merger Consideration" means an aggregate amount equal to the Closing Merger Consideration plus (a) the Working Capital Escrow Amount, plus (b) the Escrow Amount, plus or minus (c) the Final Adjustment Amount. "Aggregate Option Exercise Amount" means the sum of the amounts that would be payable to the Company by holders of each outstanding Option that is unexercised as of the Effective Time if each such outstanding Option was exercised immediately prior to the Effective Time. "Aggregate Warrant Exercise Amount" means the sum of the amounts that would be payable to the Company by holders of each outstanding Warrant that is unexercised as of the Effective Time if each such outstanding Warrant was exercised immediately prior to the Effective Time. "Agreement" has the meaning set forth in the Preamble. "Agreement to be Bound" has the meaning set forth in the Recitals. "Applicable Laws" means all laws, statutes, rules, regulations, ordinances, judgments, orders, decrees, injunctions and writs of any Governmental Authority applicable to such Person (including, if applicable, such Person's business, assets or operations). "Applicable Percentage" means (a) with respect to each Stockholder, a percentage equivalent of a fraction, the numerator of which is the number of shares of Common Stock, if any, held by such Stockholder immediately prior to the Effective Time (after giving effect to the net exercise and cancellation at the Effective Time of any Non-Company Warrants to which such Stockholder is a party) and the denominator of which is the Total Share Number; (b) with respect to each Optionholder, a percentage equivalent of a fraction, the numerator of which is equal to the aggregate number of shares of Common Stock issuable for all outstanding Options held by such Optionholder immediately prior to the Effective Time, and the denominator of which is the Total Share Number; and (c) with respect to each Warrantholder, a percentage equivalent of a fraction, the numerator of which is equal to the aggregate number of shares of Preferred Stock issuable for all outstanding Warrants held by such Warrantholder immediately prior to the Effective Time, and the denominator of which is the Total Share Number. "Base Purchase Price" means Fifty Five Million US Dollars ($55,000,000). "Business Day" means each day that is not a Saturday, Sunday or other day on which banking institutions located in Austin, Texas, or Los Angeles, California, are authorized or required by Applicable Law to be closed. "Cash" means all cash and cash equivalents of the Company or any of its Subsidiaries as determined in accordance with GAAP. "Certificate" means a certificate representing any Shares. "Certificate of Merger" has the meaning set forth in Section 2.2. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. "Claim" has the meaning set forth in Section 5.4(a). "Closing" has the meaning set forth in Section 2.2. "Closing Adjustment Amount" means an amount (which may be a negative number) equal to (a) Estimated Cash, minus (b) Estimated Debt, plus (c) any Estimated Working Capital Surplus, minus (d) any Estimated Working Capital Deficiency. "Closing Balance Sheet" has the meaning set forth in Section 2.12(a). "Closing Capitalization Schedule" has the meaning set forth in Section 5.16. "Closing Cash" has the meaning set forth in Section 2.12(a). "Closing Company Transaction Costs" has the meaning set forth in Section 2.12(a). "Closing Date" means the date on which the Closing occurs. "Closing Debt" has the meaning set forth in Section 2.12(a). "Closing Merger Consideration" means an aggregate amount (not less than zero) equal to (a) the Base Purchase Price, plus (b) the Aggregate Option Exercise Amount, plus (c) the Aggregate Warrant Exercise Amount, plus or minus (d) the Closing Adjustment Amount (which amount will decrease the Closing Merger Consideration if a negative number), minus (e) the Working Capital

Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of August 3, 2016, among Sizmek Inc., a Delaware corporation (the Company), Solomon Holding, LLC, a Delaware limited liability company (Parent), and Solomon Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Subsidiary).

Definitions. a) As used herein, the following terms have the following meanings: 1933 Act means the Securities Act of 1933. 1934 Act means the Securities Exchange Act of 1934. Acceptable Confidentiality Agreement means an agreement with the Company that is either (i) in effect as of the execution and delivery of this Agreement; or (ii) executed, delivered and effective after the execution and delivery of this Agreement, in either case containing provisions that require any counterparty thereto (and any of its Affiliates and representatives named therein) that receive material non-public information of or with respect to the Company to keep such information confidential; provided, however, that, in each case, the provisions contained therein are no less restrictive in any material respect to such counterparty (and any of its Affiliates and representatives named therein) than the terms of the Confidentiality Agreement (it being understood that such agreement need not contain any standstill or similar provisions or otherwise prohibit the making of any Acquisition Proposal). If the confidentiality provisions of such Acceptable Confidentiality Agreement are less restrictive in the aggregate to such counterparty (and any of its Affiliates and representatives named therein) than the terms of the Confidentiality Agreement, then, notwithstanding the foregoing, such agreement will be deemed to be an Acceptable Confidentiality Agreement if the Company offers to amend the Confidentiality Agreement so as to make the confidentiality provisions of the Confidentiality Agreement as restrictive in the aggregate as the confidentiality agreement signed by such counterparty. Acquisition Proposal means any bona fide written offer, indication of interest or proposal relating to an Acquisition Transaction (other than an offer or proposal by Parent or one of its Subsidiaries) contemplating or otherwise relating to any Acquisition Transaction. Acquisition Transaction means any transaction or series of related transactions (other than the transactions contemplated by this Agreement) involving:

Definitions from Membership Interest Purchase Agreement

This Membership Interest Purchase Agreement, dated as of May 10, 2016 (this Agreement), is by and among (i) STRETCH & BEND HOLDINGS, LLC, a Delaware limited liability company (Purchaser); (ii) SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation (Parent), solely for the purposes of Section 7.17 and Article XI, and (iii) GAIAM, INC., a Colorado corporation (Seller). Certain terms used in this Agreement are defined in Section 1.01.

Definitions. Capitalized terms and other terms used in this Agreement have the following respective meanings: 338(g) Subsidiaries has the meaning set forth in Section 7.10(g). Accounting Referee has the meaning set forth in Section 2.06(c)(i). Adjustment Escrow Account has the meaning set forth in Section 2.03, Adjustment Escrow Amount means $5,010,000. Adverse Recommendation Change has the meaning set forth in Section 7.21(d). 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; provided, however, that an Affiliate of any Person shall also include (a) any Person that directly or indirectly owns, or in which such Person directly or indirectly owns more than fifteen percent (15%) of any class of capital stock or other equity interest of such Person, (b) in the case of a corporation, any officer or director of such corporation, (c) in the case of a partnership, any general partner of such partnership, (d) in the case of a trust, any trustee or beneficiary of such trust, (e) any spouse, parent, sibling or child or lineal descendant of any individual described in clauses (a) through (d) above, and (f) any trust for the benefit of any individual described in clauses (a) through (e) above. For purposes hereof, the term control, under common control with or controlled by shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of any such Person or the power to veto major policy decisions of any such Person, whether through the ownership of Equity Securities, by contract or otherwise. Affiliate Agreements means each of the Contracts set forth on Schedule 1.01(d). Agreement has the meaning set forth in the opening paragraph of this Agreement. Allocation has the meaning set forth in Section 7.11. Alternate Debt Financing has the meaning set forth in Section 7.14(e). Alternative Acquisition Agreement has the meaning set forth in Section 7.21(e)(ii). Alternative Transaction means any of the following transactions: (a) any acquisition or purchase of a majority of either the voting power or economic value of the Equity Securities of Seller, the Company or the Company Subsidiaries by any Person other than Purchaser; (b) any merger, consolidation, business combination or similar transaction involving Seller or the Company (after the contribution of the Brand Business thereto pursuant to the Contribution Agreement(s)) and any Person other than Purchaser; or (c) any sale, lease, exchange, transfer, license, acquisition or disposition of (x) all or substantially all of the consolidated assets of Seller, the Company and the Company Subsidiaries (which shall include the Brand Business) or (y) all or substantially all of the assets of the Brand Business, in each case, in any single transaction or series of related transactions, in each case, other than pursuant to this Agreement and the Contemplated Transactions; provided, however, that in no event shall Alternative Transaction include any transaction solely involving or solely relating to the Gaia Business. Alternative Transaction Proposal means any offer, proposal, letter of intent or indication of interest, written or oral (whether binding or non-binding), to the Company or Seller, relating to an Alternative Transaction. Antitrust Authorities means the Antitrust Division of the United States Department of Justice, the United States Federal Trade Commission or the antitrust or competition law authorities of any other jurisdiction (whether federal, state, foreign or multinational). Antitrust Laws means any Applicable Law relating to antirust or competition, including the HSR Act. Applicable Law means, with respect to any Person, any federal, state, local, municipal, foreign or other law, statute, legislation, constitution, code, regulations, enacted, adopted, approved, promulgated, made, implemented or otherwise put into effect (and all judicial interpretations thereof), in each case, as of the date of this Agreement, by any Governmental Entity that applies to such Person, its business and its properties. Australia Joint Venture means Gaiam Pty, Ltd., an Entity formed under the laws of Australia. Banker means Stifel Nicolaus & Company, Incorporated. Basket Amount has the meaning set forth in Section 10.04(a). Board means the board of directors of Seller. Boulder Road Lease means that certain Lease Agreement, dated January 1, 2015, by and between Boulder Road LLC and Gaiam Americas, as amended by that certain First Amendment to Lease dated as of September 3, 2015, as further amended by that certain Second Amendment to Lease dated as of January 1, 2016 and as may be further amended, modified, or supplemented from time to time. Brand Business has the meaning set forth in the Recitals. Brand Companies has the meaning set forth in the Recitals. Brand Directors has the meaning set forth in

Definitions from Stock Purchase Agreement

This Stock Purchase Agreement, dated as of May 4, 2016 (this Agreement), is by and among (i) Lindblad Expeditions, LLC, a Delaware limited liability company (Purchaser); (ii) Gaiam Travel, Inc., a Colorado corporation (Gaiam Travel); (iii) Ben Bressler, an individual (Bressler and together with Gaiam Travel, each, a Seller and collectively, Sellers); (iv) Gaiam, Inc., a Colorado corporation (Gaiam Travel Parent), solely for purposes of Section 6.02, Section 6.03, Section 6.05, Section 6.06, Section 6.07, Section 6.08, Section 6.09, Article VII and Article VIII; and (v) Lindblad Expeditions Holdings, Inc., a Delaware corporation (Purchaser Parent), solely for purposes of Section 6.02, Section 6.06(h) and Article VIII. Certain terms used in this Agreement are defined in Section 1.01.

Definitions. Capitalized terms and other terms used in this Agreement have the following respective meanings: Accounting Principles means GAAP, except as otherwise set forth on Schedule 1.01(a). 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. For purposes hereof, the term control or controlled by shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of any such Person or the power to veto major policy decisions of any such Person, whether through the ownership of Equity Securities, by contract or otherwise. Agreement has the meaning set forth in the opening paragraph of this Agreement. Anti-Corruption and Export/Sanctions Laws means the Applicable Laws (i) relating to anti-bribery or anti-corruption (governmental or commercial), including Applicable Laws that prohibit the corrupt payment, offer, promise or authorization of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any foreign Government Official or other Person to obtain a business advantage, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010 and Applicable Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions and (ii) governing the import, export, re-export or transfer of goods, software, technical data and services, including but not limited to the Export Administration Regulations and the economic and trade sanctions laws and regulations administered or enforced by the Office of Foreign Assets Control, U.S. Department of the Treasury, or the U.S. Department of State, in each case as any of the foregoing may be amended. Applicable Law means, with respect to any Person, any federal, state, local, municipal, foreign or other law, statute, legislation, constitution, regulations, enacted, adopted, approved, promulgated, made, implemented or otherwise put into effect, in each case as of the date of this Agreement, by any Governmental Entity that applies to such Person, its business or its properties. Banker means Stifel Nicolaus & Company, Incorporated. Basket Amount has the meaning set forth in Section 7.04(a). Benefit Plan means, with respect to any Person, any compensation or benefit plan, policy, program, practice, agreement, understanding or arrangement (whether written or oral) (including, but not limited to, any employee benefit plan as defined in Section 3(3) of ERISA (whether or not subject to ERISA)), and any compensation, incentive, bonus, pension, profit sharing, deferred compensation, vacation, holiday, stock ownership, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or other stock-based compensation, retirement, employment, change-in-control, welfare, cafeteria, collective bargaining, severance, disability, death benefit, hospitalization and medical plan, program, policy and arrangement maintained, sponsored or contributed to (or required to be contributed to) by such Person, any of its Subsidiaries or any of its ERISA Affiliates, or with respect to which any of them has any obligation or liability, whether actual or contingent. Bressler has the meaning set forth in the preamble. Bressler Shares has the meaning set forth in the Recitals. Business has the meaning set forth in the Recitals. Business Client has the meaning set forth in Section 6.06(c). Business Day means any day other than a Saturday, Sunday or a day on which commercial banks in New York, New York are required or authorized to be closed for business. Cap Amount has the meaning set forth in Section 7.04(a). Cash Purchase Price has the meaning set forth in Section 2.02(a). Cash Purchase Price Pro Rata Proportionate Share means (a) with respect to Gaiam Travel, 86.5% and (b) with respect to Bressler, 13.5%. Claim Expiration Date has the meaning set forth in Section 7.03(b). Claim Notice has the meaning set forth in Section 7.06. Claimant has the meaning set forth in Section 7.06. Closing has the meaning set forth in Section 3.01. Closing Date has the meaning set forth in Section 3.01. Code means the U.S. Internal Revenue Code of 1986, as amended from time to time, or any successor statute, and the rules and regulations promulgated thereunder. Any reference herein to a particular provision of the Code shall mean, where appropriate, the corresponding provision in any successor statute. Collateral Agreements means the documents, instruments, certificates and agreements executed in connection with this Agreement. Company has the meaning set forth in the Recitals. Company Benefit Plan has the meaning set forth in Section 4.14(a). Company Headquarters Lease has the meaning set forth in Section 6.07. Company Insurance Policies has the meaning set forth in Section 4.11. Company Intellectua

Definitions from Employment Agreement

It gives me great pleasure to offer you the position of President. I hope that you find working at Nant Health, LLC (the Company) a richly rewarding experience. This letter agreement (this Agreement) sets forth the terms and conditions of employment between you (Employee) and the Company (each, a Party and collectively, the Parties).

Definitions. For purposes of this Agreement, the term Cause shall mean any of the following: (a) Employees material breach of any agreement with the Company, including the Confidentiality Agreement, or any policy of the Company, which breach has not been cured within twenty (20) days following written notice to Employee thereof; (b) Employees conviction of a felony or any other crime involving dishonesty, breach of trust, moral turpitude, or physical harm to any person (including the Company or any of its employees): (c) Employees act of fraud, misconduct, intentional misrepresentation or dishonesty in connection with Employees duties or otherwise with the business of the Company; (d) Employees material breach in the performance of duties under this Agreement, including insubordination or excessive tardiness, or failure to implement or follow a lawful policy or directive of the Company, in each case where such failure is not cured within twenty (20) days following written notice to Employee thereof; (e) Employees commission of any act or omission of gross negligence or willful misconduct in the performance of Employees duties that results in material harm to the Company; or (f) Employee repeatedly being under the influence of alcohol or non-prescription drugs. during work activities, except that Cause shall not include Employees proper use of prescription drugs with a valid prescription or proper use of over-the-counter medications in accordance with the manufacturers recommendations or a physicians directions or Employees modest consumption of alcohol during business dinners or other work-related social events. For purposes of this Agreement, other than Section 7), Good Reason means, without Employees written consent, the occurrence of any of the following circumstances: (i) a material reduction in Employees Base Salary: (ii) Employee is required by the Company to be based at any place outside a thirty (30) mile radius from Culver City, California (it being understood and agreed that Employee will be required to travel to the Companys offices in Pennsylvania, Florida and Texas and other locations in connection with the Companys business, and none of such travel shall constitute or give rise to Good Reason); or (iii) a material breach of this Agreement by the Company. For purposes of the previous sentence, Employees voluntary termination shall be deemed for purposes of this Agreement to have occurred for Good Reason only if (i) Employee provides written notice to the Company prior to resignation and within thirty (30) days after Employee becomes aware of the circumstances giving rise to Good Reason, (ii) the Company fails to correct the circumstances giving rise to Good Reason prior to resignation and within thirty (30) days following receipt of such notice and (iii) Employee resigns within sixty (60) days following the end of the thirty (30) day period described in (ii). For purposes of this Agreement, Disability shall mean (i) Employee becomes eligible for the Companys long-term disability benefits or (ii) in the reasonable opinion of the Company, Employee has been unable to carry out the essential responsibilities and functions of the position held by Employee by reason of any physical or mental impairment, with or without any reasonable accommodation, for more than ninety (90) consecutive days or more than one hundred twenty (120) days in any twelve (12) month period.