Conversion Shares Uses in Definitions Clause

Definitions from Securities Purchase Agreement

THIS SECURITIES PURCHASE AGREEMENT (Agreement) is made as of the 20th day of June, 2017 by and among Madrigal Pharmaceuticals, Inc., a Delaware corporation (the Company), and the Investors set forth on the signature pages affixed hereto (each an Investor and collectively the Investors).

Definitions. In addition to those terms defined above and elsewhere in this Agreement, for the purposes of this Agreement, the following terms shall have the meanings set forth below: Affiliate means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is controlled by, or is under common Control with, such Person. BBA Investors means the Investors that are Affiliates of Baker Bros. Advisors LP. Board means the Board of Directors of the Company. Business Day means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business. Common Stock Equivalents means any securities of the Company or any Subsidiary which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into, exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Companys Knowledge means the actual knowledge of the executive officers (as defined in Rule 405 under the 1933 Act) of the Company, after due inquiry. Confidential Information means trade secrets, confidential information and know-how (including but not limited to ideas, formulae, compositions, processes, procedures and techniques, research and development information, computer program code, performance specifications, support documentation, drawings, specifications, designs, business and marketing plans, and customer and supplier lists and related information). Control (including the terms controlling, controlled by or under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Effective Date means the date on which the initial Registration Statement is declared effective by the SEC. Effectiveness Deadline means the date on which the initial Registration Statement is required to be declared effective by the SEC under the terms of the Section 7.4 hereof. Insider means each director or executive officer of the Company, any other officer of the Company participating in the offering, any beneficial owner of 20% or more of the Companys outstanding voting equity securities, calculated on the basis of voting power, and any promoter connected with the Company in any capacity on the date hereof. Intellectual Property means all of the following: (i) patents, patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice); (ii) trademarks, service marks, trade dress, trade names, corporate names, logos, slogans and Internet domain names, together with all goodwill associated with each of the foregoing; (iii) copyrights and copyrightable works; (iv) registrations, applications and renewals for any of the foregoing; and (v) proprietary computer software (including but not limited to data, data bases and documentation). Material Adverse Effect means a material adverse effect on (i) the assets, liabilities, results of operations, condition (financial or otherwise), business, or prospects of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company to perform its obligations under the Transaction Documents. Material Contract means any contract, instrument or other agreement to which the Company or any Subsidiary is a party or by which it is bound which is material to the business of the Company and its Subsidiaries, taken as a whole, including those that have been filed or were required to have been filed as an exhibit to the SEC Filings pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K. Nasdaq means The Nasdaq Global Market. Person means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein. Registration Statement has the meaning set forth in Section 7.4. Required Investors means (i) prior to Closing, the Investors who have agreed to purchase a majority of the Securities to be sold hereunder on the Closing Date and (ii) from and after the Closing the Investors who, together with their Affiliates, beneficially own (calculated in accordance with Rule 13d-3 under the 1934 Act without giving effect to any limitation on the conversion of the Preferred Shares set forth therein) a majority of the Shares and Conversion Shares issuable pursuant hereto. SEC Filings has the meaning set forth in Section 4.6. Securities means the Shares, the Preferred Shares and the Conversion Shares. Subsidiary of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests of whic

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is dated as of June 20, 2017 by and among Gevo, Inc., a Delaware corporation (the Company), the investors set forth on the signature page hereto (the Holders), and each other party who hereafter executes and delivers a Joinder Agreement (each, a Joining Party, and together with the Holders, the Investor) in the form attached as Exhibit A hereto (a Joinder Agreement) agreeing to be bound by the terms hereof.

Definitions. The following definitions shall be applicable to the terms set forth below as used in this Agreement: Affiliate shall mean, with regard to any Person, any other Person which directly or indirectly controls, is controlled by, or is under common control with, such Person, as such terms are used in and construed under Rule 405. Business Day shall mean any day other than Saturday, Sunday or any other day on which commercial banks in New York, New York are authorized or required by law to remain closed. Common Stock shall mean the Companys common stock, par value $0.01 per share. Conversion Shares shall mean any shares of Common Stock issued or issuable upon conversion of the Option Notes. Effective Date shall mean the date the Registration Statement has been declared effective by the SEC. Effectiveness Deadline shall mean the date that is one hundred and twenty (120) calendar days (if all of the Registrable Shares are to be registered on one Registration Statement on Form S-3) or one hundred and fifty (150) calendar days (if all of the Registrable Shares are to be registered on a Registration Statement on Form S-1) in each case after (i) the Option Closing Date, if the Option is exercised in full, or (ii) the expiration of the Option Exercise Period if the Option is partially exercised. Exchange Act shall mean the Securities Exchange Act of 1934, as amended. Exchange Date shall have the meaning set forth in the Purchase Agreement. Filing Deadline shall mean the date that is the earlier of thirty-five (35) calendar days (if all of the Registrable Securities are to be registered on one Registration Statement on Form S-3) or forty-five (45) calendar days (if all of the Registrable Securities are to be registered on a Registration Statement on Form S-1) in each case after (i) the Option Closing Date, if the Option is exercised in full and (ii) the expiration of the Option Exercise Period if the Option is partially exercised. Indenture shall mean that certain Indenture, by and among the Company, certain guarantors named therein and Wilmington Savings Fund Society, FSB, as trustee and collateral trustee, to be entered into pursuant to the terms of the Purchase Agreement and relating to the Notes. Option Closing Date shall have the meaning set forth in the Purchase Agreement. Option Exercise Period shall mean the period beginning on the Exchange Date and ending on the date that is ninety (90) days following the Exchange Date. Option Make-Whole Shares shall mean any shares of Common Stock paid to a Holder with respect to the Option Notes pursuant to Section 7.07 of the Indenture. Person shall mean any individual, firm, corporation, partnership, limited liability company, trust, joint venture, governmental authority or other entity, and shall include any successor (by merger or otherwise) of such entity. register, registered and registration shall refer to a registration effected by preparing and filing one or more Registration Statements (as defined below) in compliance with the Securities Act and pursuant to Rule 415 and the declaration or ordering of effectiveness of such Registration Statement by the SEC. Registrable Securities shall mean (i) any Conversion Shares, (ii) any Warrant Shares, (ii) any Option Make-Whole Shares and (iii) any shares of Common Stock issued or issuable with respect to the Conversion Shares by reason of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. A Person shall be deemed to be a holder of Registrable Securities when such Person has acquired such Registrable Securities (whether by conversion or otherwise). Each share of Registrable Securities shall continue to be Registrable Securities in the hands of each subsequent holder thereof subject to the limitations set forth in Section 3.9 hereof; provided, however, that each share of Registrable Securities shall cease to be Registrable Securities when (x) the Registration Statement covering all Registrable Securities has been declared effective under the Securities Act by the SEC and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, or (y) the entire amount of Registrable Securities held by a Person and its Affiliates may be sold without restriction pursuant to Rule 144 under the Securities Act (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable). Registration Statement shall mean a registration statement or registration statements of the Company filed under the Securities Act covering the Registrable Securities. Rule 144 means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such rule. Rule 172 shal

Definitions from Underwriting Agreement

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

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

Definitions from Underwriting Agreement

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

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

Definitions from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT (this Agreement) is dated as of March 20, 2017, by and among Gastar Exploration Inc., a Delaware corporation (the Company), and each of the purchasers listed on Schedule I hereto (each, a Purchaser and together, with their successors and permitted assigns, the Purchasers).

Definitions. As used in this Agreement, the following terms shall have the following respective meanings: Acquisition shall mean the Companys proposed acquisition of certain leasehold and wellbore interests pursuant to the Acquisition Agreement. Acquisition Agreement shall mean that certain letter agreement, dated as of February 24, 2017, by and among the Company and the purchasers named therein concerning the acquisition of certain leasehold and wellbore interests in Kingfisher County, Oklahoma. Action shall mean any claim, suit, action, arbitration, cause of action, complaint, allegation, criminal prosecution, investigation, demand letter, or proceeding, whether at law or at equity and whether public or private, before or by any Governmental Authority, any arbitrator or other tribunal. Affiliate shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such Person, provided, that each Affiliated Entity, and each Affiliate of an Affiliated Entity, of the Purchasers shall be deemed to be an Affiliate of the Purchasers. Affiliated Entity shall mean any investment fund or holding company (including any special purpose vehicle) formed for investments purposes that is primarily managed, advised or serviced by the Purchasers or by an Affiliate of the Purchasers or whose general partner, managing member or other controlling Person is a Purchaser or an Affiliate of a Purchaser. Agreement has the meaning set forth in the first paragraph hereof. Beneficially Own, Beneficially Owned, or Beneficial Ownership shall have the meaning set forth in Rule 13d-3 of the rules and regulations promulgated under the Exchange Act, except that for purposes of this Agreement the words within sixty days in Rule 13d-3(d)(1)(i) shall not apply, to the effect that a Person shall be deemed to be the beneficial owner of a security if that Person has the right to acquire beneficial ownership of such security at any time. Benefit Plans shall mean employee benefit plans as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended or modified from time to time, and all other employee benefit practices or arrangements, including any such practices or arrangements providing severance pay, sick leave, vacation pay, salary continuation for disability, retirement benefits, deferred compensation, bonus pay, incentive pay, stock options or other stock-based compensation, hospitalization insurance, medical insurance, life insurance, scholarships or tuition reimbursements, maintained by the Company or to which the Company is obligated to contribute for employees or former employees. Board of Directors shall mean the Board of Directors of the Company. Certificate of Designation has the meaning set forth in the recitals hereof. Change in Control shall mean the occurrence of any of the following events: (i) the Company sells all or substantially all of its consolidated assets to an unaffiliated third party, (ii) any Person or group (as such term is used in Section 13 of the Exchange Act) (other than the Purchasers or any group including the Purchasers), directly or indirectly, obtains Beneficial Ownership of 50% or more of the total outstanding voting power of the Voting Stock or (iii) the Company participates in any merger, consolidation or similar transaction unless immediately following the consummation of such transaction the stockholders of the Company immediately prior to the consummation of such transaction continue to hold (in substantially the same proportion as their ownership of the Companys Voting Stock immediately prior to the transaction) more than 50% of all of the outstanding common stock or other securities entitled to vote for the election of directors of the surviving or resulting entity in such transaction. Closing has the meaning set forth in Section 2.2 hereof. Closing Date has the meaning set forth in Section 2.2 hereof. Code shall mean the Internal Revenue Code of 1986, as amended or modified from time to time and including the regulations and published interpretations thereunder. Common Stock has the meaning set forth in the recitals hereof. Company has the meaning set forth in the first paragraph hereof. Confidential Information has the meaning set forth in Section 10.9 hereof. Control (including the terms controlling and controlled by) with respect to any Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities, by contract or otherwise. Conversion Shares has the meaning set forth in the recitals hereof. For purpose of determining the number of Conversion Shares issuable upon conversion of the Notes, the Company shall be deemed to elect Physical Settlement (as defined in the Indenture). Credit Agreement means that certain Third Amended and Restated Credit Agreement, dated as

Definitions from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT (this Agreement) is dated as of March 20, 2017, by and among Gastar Exploration Inc., a Delaware corporation (the Company), and each of the purchasers listed on Schedule I hereto (each, a Purchaser and together, with their successors and permitted assigns, the Purchasers).

Definitions. As used in this Agreement, the following terms shall have the following respective meanings: Acquisition shall mean the Companys proposed acquisition of certain leasehold and wellbore interests pursuant to the Acquisition Agreement. Acquisition Agreement shall mean that certain letter agreement, dated as of February 24, 2017, by and among the Company and the purchasers named therein concerning the acquisition of certain leasehold and wellbore interests in Kingfisher County, Oklahoma. Action shall mean any claim, suit, action, arbitration, cause of action, complaint, allegation, criminal prosecution, investigation, demand letter, or proceeding, whether at law or at equity and whether public or private, before or by any Governmental Authority, any arbitrator or other tribunal. Affiliate shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such Person, provided, that each Affiliated Entity, and each Affiliate of an Affiliated Entity, of the Purchasers shall be deemed to be an Affiliate of the Purchasers. Affiliated Entity shall mean any investment fund or holding company (including any special purpose vehicle) formed for investments purposes that is primarily managed, advised or serviced by the Purchasers or by an Affiliate of the Purchasers or whose general partner, managing member or other controlling Person is a Purchaser or an Affiliate of a Purchaser. Agreement has the meaning set forth in the first paragraph hereof. Beneficially Own, Beneficially Owned, or Beneficial Ownership shall have the meaning set forth in Rule 13d-3 of the rules and regulations promulgated under the Exchange Act, except that for purposes of this Agreement the words within sixty days in Rule 13d-3(d)(1)(i) shall not apply, to the effect that a Person shall be deemed to be the beneficial owner of a security if that Person has the right to acquire beneficial ownership of such security at any time. Benefit Plans shall mean employee benefit plans as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended or modified from time to time, and all other employee benefit practices or arrangements, including any such practices or arrangements providing severance pay, sick leave, vacation pay, salary continuation for disability, retirement benefits, deferred compensation, bonus pay, incentive pay, stock options or other stock-based compensation, hospitalization insurance, medical insurance, life insurance, scholarships or tuition reimbursements, maintained by the Company or to which the Company is obligated to contribute for employees or former employees. Board of Directors shall mean the Board of Directors of the Company. Certificate of Designation has the meaning set forth in the recitals hereof. Change in Control shall mean the occurrence of any of the following events: (i) the Company sells all or substantially all of its consolidated assets to an unaffiliated third party, (ii) any Person or group (as such term is used in Section 13 of the Exchange Act) (other than the Purchasers or any group including the Purchasers), directly or indirectly, obtains Beneficial Ownership of 50% or more of the total outstanding voting power of the Voting Stock or (iii) the Company participates in any merger, consolidation or similar transaction unless immediately following the consummation of such transaction the stockholders of the Company immediately prior to the consummation of such transaction continue to hold (in substantially the same proportion as their ownership of the Companys Voting Stock immediately prior to the transaction) more than 50% of all of the outstanding common stock or other securities entitled to vote for the election of directors of the surviving or resulting entity in such transaction. Closing has the meaning set forth in Section 2.2 hereof. Closing Date has the meaning set forth in Section 2.2 hereof. Code shall mean the Internal Revenue Code of 1986, as amended or modified from time to time and including the regulations and published interpretations thereunder. Common Stock has the meaning set forth in the recitals hereof. Company has the meaning set forth in the first paragraph hereof. Confidential Information has the meaning set forth in Section 10.9 hereof. Control (including the terms controlling and controlled by) with respect to any Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities, by contract or otherwise. Conversion Shares has the meaning set forth in the recitals hereof. For purpose of determining the number of Conversion Shares issuable upon conversion of the Notes, the Company shall be deemed to elect Physical Settlement (as defined in the Indenture). Credit Agreement means that certain Third Amended and Restated Credit Agreement, dated as

Definitions from Underwriting Agreement

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

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

Definitions from Underwriting Agreement

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

Definitions. In addition to the terms defined elsewhere in this Agreement (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Certificate of Designation (as defined herein) and (b) the following terms have the meanings set forth in this Section 1.1: Action shall have the meaning ascribed to such term in Section 3.1(k). Affiliate means with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with such Person as such terms are used in and construed under Rule 405 under the Securities Act. Board of Directors means the board of directors of the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Certificate of Designation means the Certificate of Designation to be filed prior to the Closing by the Company with the Secretary of State of Delaware in the form of Exhibit F attached hereto. Closing means the closing of the purchase and sale of the Closing Securities pursuant to Section 2.1. Closing Date means the hour and the date on the Trading Day on which all conditions precedent to (i) the Underwriters obligations to pay the Closing Purchase Price and (ii) the Companys obligations to deliver the Closing Securities, in each case, have been satisfied or waived, but in no event later than 10:00 a.m. (New York City time) on the third Trading Day following the date hereof or at such earlier time as shall be agreed upon by the Representative and the Company. Closing Preferred Shares shall have the meaning ascribed to such term in Section 2.1(a)(i). Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions. Closing Securities shall have the meaning ascribed to such term in Section 2.1(a)(iii). Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(ii). Closing Warrants shall have the meaning ascribed to such term in Section 2.1 (a)(iii). Combined Preferred Purchase Price shall have the meaning ascribed to such term in Section 2.1(b). Combined Purchase Price shall have the meaning ascribed to such term in Section 2.1(b). Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Company Auditor means BDO USA, LLP, with offices located at Two International Place, Boston, Massachusetts 02110. Company Counsel means Gibson, Dunn & Crutcher LLP, with offices located at 555 Mission Street, Suite 3000, San Francisco, California 94105. Conversion Price shall have the meaning ascribed to such term in the Certificate of Designation. Conversion Shares shall have the meaning ascribed to such term in the Certificate of Designation. Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith. Effective Date shall have the meaning ascribed to such term in Section 3.1(f). EGS means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Execution Date shall mean the date on which the parties execute and enter into this Agreement. Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, and (c) securities issued to pharmaceutical, biotechnology or biopharmaceutical companies including

Definitions from Underwriting Agreement

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

Definitions. In addition to the terms defined elsewhere in this Agreement (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Certificate of Designation (as defined herein) and (b) the following terms have the meanings set forth in this Section 1.1: Action shall have the meaning ascribed to such term in Section 3.1(k). Affiliate means with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with such Person as such terms are used in and construed under Rule 405 under the Securities Act. Board of Directors means the board of directors of the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Certificate of Designation means the Certificate of Designation to be filed prior to the Closing by the Company with the Secretary of State of Delaware in the form of Exhibit F attached hereto. Closing means the closing of the purchase and sale of the Closing Securities pursuant to Section 2.1. Closing Date means the hour and the date on the Trading Day on which all conditions precedent to (i) the Underwriters obligations to pay the Closing Purchase Price and (ii) the Companys obligations to deliver the Closing Securities, in each case, have been satisfied or waived, but in no event later than 10:00 a.m. (New York City time) on the third Trading Day following the date hereof or at such earlier time as shall be agreed upon by the Representative and the Company. Closing Preferred Shares shall have the meaning ascribed to such term in Section 2.1(a)(i). Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions. Closing Securities shall have the meaning ascribed to such term in Section 2.1(a)(iii). Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(ii). Closing Warrants shall have the meaning ascribed to such term in Section 2.1 (a)(iii). Combined Preferred Purchase Price shall have the meaning ascribed to such term in Section 2.1(b). Combined Purchase Price shall have the meaning ascribed to such term in Section 2.1(b). Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Company Auditor means BDO USA, LLP, with offices located at Two International Place, Boston, Massachusetts 02110. Company Counsel means Gibson, Dunn & Crutcher LLP, with offices located at 555 Mission Street, Suite 3000, San Francisco, California 94105. Conversion Price shall have the meaning ascribed to such term in the Certificate of Designation. Conversion Shares shall have the meaning ascribed to such term in the Certificate of Designation. Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith. Effective Date shall have the meaning ascribed to such term in Section 3.1(f). EGS means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Execution Date shall mean the date on which the parties execute and enter into this Agreement. Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, and (c) securities issued to pharmaceutical, biotechnology or biopharmaceutical companies including

Definitions from Underwriting Agreement

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

Definitions. In addition to the terms defined elsewhere in this Agreement (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Certificate of Designation (as defined herein) and (b) the following terms have the meanings set forth in this Section 1.1: Action shall have the meaning ascribed to such term in Section 3.1(k). Affiliate means with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with such Person as such terms are used in and construed under Rule 405 under the Securities Act. Board of Directors means the board of directors of the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Certificate of Designation means the Certificate of Designation to be filed prior to the Closing by the Company with the Secretary of State of Delaware in the form of Exhibit F attached hereto. Closing means the closing of the purchase and sale of the Closing Securities pursuant to Section 2.1. Closing Date means the hour and the date on the Trading Day on which all conditions precedent to (i) the Underwriters obligations to pay the Closing Purchase Price and (ii) the Companys obligations to deliver the Closing Securities, in each case, have been satisfied or waived, but in no event later than 10:00 a.m. (New York City time) on the third Trading Day following the date hereof or at such earlier time as shall be agreed upon by the Representative and the Company. Closing Preferred Shares shall have the meaning ascribed to such term in Section 2.1(a)(i). Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions. Closing Securities shall have the meaning ascribed to such term in Section 2.1(a)(iii). Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(ii). Closing Warrants shall have the meaning ascribed to such term in Section 2.1 (a)(iii). Combined Preferred Purchase Price shall have the meaning ascribed to such term in Section 2.1(b). Combined Purchase Price shall have the meaning ascribed to such term in Section 2.1(b). Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Company Auditor means BDO USA, LLP, with offices located at Two International Place, Boston, Massachusetts 02110. Company Counsel means Gibson, Dunn & Crutcher LLP, with offices located at 555 Mission Street, Suite 3000, San Francisco, California 94105. Conversion Price shall have the meaning ascribed to such term in the Certificate of Designation. Conversion Shares shall have the meaning ascribed to such term in the Certificate of Designation. Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith. Effective Date shall have the meaning ascribed to such term in Section 3.1(f). EGS means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Execution Date shall mean the date on which the parties execute and enter into this Agreement. Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, and (c) securities issued to pharmaceutical, biotechnology or biopharmaceutical companies including