fifty percent Uses in DEFINITIONS Clause

DEFINITIONS from Supply and License Agreement

This Amended and Restated Exclusive Supply and License Agreement (Agreement) is made as of April 19, 2017 (the Restatement Date), by and between Sienna Biopharmceuticals, Inc. (formerly Sienna Labs, Inc.), a Delaware corporation, with its principal place of business at 30699 Russell Ranch Road, Suite 140, Westlake Village, CA 91362 (SIENNA), and NANOCOMPOSIX Inc., a California corporation, with its principal place of business at 4878 Ronson Court, Suite K, San Diego, CA 92111 (NANOCOMPOSIX). SIENNA and NANOCOMPOSIX may be referred to individually as a Party or collectively as the Parties.

DEFINITIONS. 1.1 Affiliate shall mean any person or entity who directly or indirectly controls or is controlled by or is under common control with a Party to this Agreement, where control or controlled means ownership, directly or through one or more Affiliates, of fifty percent (50%) or more of the shares of stock entitled to vote for the election of directors, in the case of a corporation, or fifty percent (50%) or more of the equity interest, in the case of any other type of legal entity, or status as a general partner in any partnership, or the contractual right to control the election of directors or direct the affairs of such Party. 1.2 Combination Product shall mean any kit sold by SIENNA or its Affiliate or Sublicensee containing one or more components that, if sold as stand-alone items, would constitute Licensed Products and other separate components that, if sold as stand-alone items, would not constitute Licensed Products`. 1.3 Confidential Information means any and all information provided by one Party to the other Party, either directly or indirectly, whether in graphic, written, electronic or oral form, identified at

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated July 7, 2017, by and between Mastech Digital, Inc., a Pennsylvania corporation (the Company) and Ashok K. Trivedi, an individual and resident of Pennsylvania, as trustee of the Ashok K. Trivedi Revocable Trust, (Purchaser).

Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1: Acquisition shall have the meaning set forth in Section 4.4 of this Agreement. Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person (as such terms are used in and construed under Rule 405 of the Securities Act). Articles of Incorporation means the Companys Amended and Restated Articles of Incorporation, as amended from time to time. Closing means the closing of the purchase and sale of the Shares on the Closing Date pursuant to Section 2 of this Agreement. Closing Date means the date the Acquisition closes. Common Stock means the common stock of the Company, par value $0.01 per share. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. GAAP shall have the meaning set forth in Section 5.6 of this Agreement. Independent Committee shall have the meaning set forth in Section 4.6 of this Agreement. Investment Company Act means the Investment Company Act of 1940, as amended. Material Adverse Effect means any event, occurrence, fact, condition or change that is, or could reasonably be expected to, individually or in the aggregate, have a material adverse effect on (a) the enforceability of any Transaction Document, (b) the results of operations, assets, business or financial condition of the Company and its Subsidiaries, taken as a whole, or (c) the Companys ability to perform in any material respect on a timely basis its obligations under any Transaction Document to be performed as of the date of determination, other than any such change, effect, event or circumstance, including, without limitation, any change in the stock price or trading volume of the Common Stock, that resulted exclusively from (i) any change in the United States or foreign economies or securities, banking or financial markets in general that does not have a disproportionate effect on the Company and its Subsidiaries, including, without limitation, any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates, (ii) any change that generally affects the industry in which the Company and its Subsidiaries operate that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, (iii) any change arising in connection with natural disasters, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such natural disasters, hostilities, acts of war, sabotage or terrorism or military actions existing as of the date hereof, (iv) general political conditions, (v) any action taken by Purchaser, its Affiliates or its or their permitted successors and assigns with respect to the transactions contemplated by this Agreement, (vi) the effect of any changes in applicable laws or accounting rules that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, and (vii) any change resulting from compliance with the terms of this Agreement or the consummation of the transactions contemplated by this Agreement, including, without limitation, the public announcement of the Acquisition and the transactions contemplated by this Agreement. Per Share Purchase Price means the greater of (i) $7.00 per share of Common Stock or (ii) the closing price of the Common Stock on the NYSE MKT on the second Trading Day from and including the date of filing with the SEC a Current Report on Form 8-K announcing the execution of this Agreement and the Acquisition. Person means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. Press Release shall have the meaning set forth in Section 7.1 of this Agreement. Purchaser Indemnitee shall have the meaning set forth in Section 7.5 of this Agreement. Registration Rights Agreement means that certain registration rights agreement by and among the Company, Purchaser, and The Revocable Declaration of Trust of Sunil Wadhwani, in substantially the form attached hereto as Exhibit A. SEC means the U.S. Securities and Exchange Commission. SEC Reports shall have the meaning set forth in Section 5.6 of this Agreement. Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Shares shall have the meaning ascribed to such term in Section 2.1 of this Agreement. Subscription Amount means Three Million Dollars ($3,000,000) in United States dollars and in immediately available funds. Subsidiary means any corporation, partnership or other entity of which the Company directly or indirectly owns more than fifty percent (50%) of

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated July 7, 2017, by and between Mastech Digital, Inc., a Pennsylvania corporation (the Company) and Sunil Wadhwani, an individual and resident of Pennsylvania, as trustee of The Revocable Declaration of Trust of Sunil Wadhwani, (Purchaser).

Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1: Acquisition shall have the meaning set forth in Section 4.4 of this Agreement. Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person (as such terms are used in and construed under Rule 405 of the Securities Act). Articles of Incorporation means the Companys Amended and Restated Articles of Incorporation, as amended from time to time. Closing means the closing of the purchase and sale of the Shares on the Closing Date pursuant to Section 2 of this Agreement. Closing Date means the date the Acquisition closes. Common Stock means the common stock of the Company, par value $0.01 per share. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. GAAP shall have the meaning set forth in Section 5.6 of this Agreement. Independent Committee shall have the meaning set forth in Section 4.6 of this Agreement. Investment Company Act means the Investment Company Act of 1940, as amended. Material Adverse Effect means any event, occurrence, fact, condition or change that is, or could reasonably be expected to, individually or in the aggregate, have a material adverse effect on (a) the enforceability of any Transaction Document, (b) the results of operations, assets, business or financial condition of the Company and its Subsidiaries, taken as a whole, or (c) the Companys ability to perform in any material respect on a timely basis its obligations under any Transaction Document to be performed as of the date of determination, other than any such change, effect, event or circumstance, including, without limitation, any change in the stock price or trading volume of the Common Stock, that resulted exclusively from (i) any change in the United States or foreign economies or securities, banking or financial markets in general that does not have a disproportionate effect on the Company and its Subsidiaries, including, without limitation, any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates, (ii) any change that generally affects the industry in which the Company and its Subsidiaries operate that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, (iii) any change arising in connection with natural disasters, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such natural disasters, hostilities, acts of war, sabotage or terrorism or military actions existing as of the date hereof, (iv) general political conditions, (v) any action taken by Purchaser, its Affiliates or its or their permitted successors and assigns with respect to the transactions contemplated by this Agreement, (vi) the effect of any changes in applicable laws or accounting rules that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, and (vii) any change resulting from compliance with the terms of this Agreement or the consummation of the transactions contemplated by this Agreement, including, without limitation, the public announcement of the Acquisition and the transactions contemplated by this Agreement. Per Share Purchase Price means the greater of (i) $7.00 per share of Common Stock or (ii) the closing price of the Common Stock on the NYSE MKT on the second Trading Day from and including the date of filing with the SEC a Current Report on Form 8-K announcing the execution of this Agreement and the Acquisition. Person means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. Press Release shall have the meaning set forth in Section 7.1 of this Agreement. Purchaser Indemnitee shall have the meaning set forth in Section 7.5 of this Agreement. Registration Rights Agreement means that certain registration rights agreement by and among the Company, Purchaser, and the Ashok K. Trivedi Revocable Trust, in substantially the form attached hereto as Exhibit A. SEC means the U.S. Securities and Exchange Commission. SEC Reports shall have the meaning set forth in Section 5.6 of this Agreement. Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Shares shall have the meaning ascribed to such term in Section 2.1 of this Agreement. Subscription Amount means Three Million Dollars ($3,000,000) in United States dollars and in immediately available funds. Subsidiary means any corporation, partnership or other entity of which the Company directly or indirectly owns more than fifty percent (50%) of its outstanding

Definitions from Lease

THIS LEASE ("Lease") is dated as of June 30, 2017, and is by and between GMR SHERMAN, LLC, d/b/a GLOBAL MEDICAL REIT SHERMAN, LLC, a Delaware limited liability company ("Landlord"), and SDB PARTNERS, LLC, a Texas limited liability company ("Tenant"), on the other hand.

Definitions. For all purposes of this Lease, except as otherwise expressly provided or unless the context otherwise requires, (a) the terms defined in this Section have the meanings assigned to them in this Section and include the plural as well as the singular; (b) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP as at the time applicable; (c) all references in this Lease to designated "Sections," "Sections" and other subdivisions are to the designated Sections and other subdivisions of this Lease; (d) the word "including" shall have the same meaning as the phrase "including, without limitation," and other similar phrases; and (e) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Lease as a whole and not to any particular Section, Section or other subdivision: Acquisition Price: The sum of (i) $26,000.000.00, which is the Purchase Price for the Premises; and (ii) $660,680.15, which is equal to the Closing Expenses under the Purchase Contract. Additional Charges: As defined in Section 3.2. Affiliate: Any Person which, directly or indirectly (including through one or more intermediaries), controls or is controlled by or is under common control with any other Person, including any Subsidiary of a Person. For purposes of this definition, the definition of Controlling Person below, and Section 24.1.1 below, the term "control" (including the correlative meanings of the terms "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly (including through one or more intermediaries), of the power to direct or cause the direction of the management and policies of such Person, through the ownership or control of voting securities, partnership interests or other equity interests or otherwise. Without limiting the generality of the foregoing, when used with respect to any corporation, limited liability company or other legal entity, the term "Affiliate" shall also include (i) any Person which owns, directly or indirectly (including through one or more intermediaries), Fifty Percent (50%) or more of any class of voting security or equity interests of such entity, (ii) any Subsidiary of such entity and (iii) any Subsidiary of a Person described in clause (i). Award: All compensation, sums or anything of value awarded, paid or received on a total or partial Condemnation. Bankruptcy Code: The United Stated Bankruptcy Code (11 U.S.C. SS 101 et seq.), and any successor statute or legislation thereto. Build-out Allowance: The sum of $2,000,000.00.

DEFINITIONS from Supply and License Agreement

This Amended and Restated Exclusive Supply and License Agreement (Agreement) is made as of April 19, 2017 (the Restatement Date), by and between Sienna Biopharmceuticals, Inc. (formerly Sienna Labs, Inc.), a Delaware corporation, with its principal place of business at 30699 Russell Ranch Road, Suite 140, Westlake Village, CA 91362 (SIENNA), and NANOCOMPOSIX Inc., a California corporation, with its principal place of business at 4878 Ronson Court, Suite K, San Diego, CA 92111 (NANOCOMPOSIX). SIENNA and NANOCOMPOSIX may be referred to individually as a Party or collectively as the Parties.

DEFINITIONS. 1.1 Affiliate shall mean any person or entity who directly or indirectly controls or is controlled by or is under common control with a Party to this Agreement, where control or controlled means ownership, directly or through one or more Affiliates, of fifty percent (50%) or more of the shares of stock entitled to vote for the election of directors, in the case of a corporation, or fifty percent (50%) or more of the equity interest, in the case of any other type of legal entity, or status as a general partner in any partnership, or the contractual right to control the election of directors or direct the affairs of such Party. 1.2 Combination Product shall mean any kit sold by SIENNA or its Affiliate or Sublicensee containing one or more components that, if sold as stand-alone items, would constitute Licensed Products and other separate components that, if sold as stand-alone items, would not constitute Licensed Products`. 1.3 Confidential Information means any and all information provided by one Party to the other Party, either directly or indirectly, whether in graphic, written, electronic or oral form, identified at

Definitions from Incentive Compensation Plan

Definitions. Whenever used in the Plan, the following terms shall have the meanings set forth below: 2.1 Acquired Entity has the meaning set forth in Section 5.6(b). 2.2 Acquired Entity Awards has the meaning set forth in Section 5.6(b). 2.3 Adjusted EBIT has the meaning set forth in Section 4.4. 2.4 Adjusted EBITDA has the meaning set forth in Section 4.4. 2.5 Affiliate means any corporation or other entity, including but not limited to partnerships, limited liability companies and joint ventures, with respect to which the Company, directly or indirectly, owns as applicable (a) shares or stock possessing fifty percent (50%) or more of the total combined voting power of all classes of shares or stock entitled to vote, or fifty percent (50%) or more of the total value of all shares of all classes of shares or stock of such corporation, or (b) an aggregate of fifty percent (50%) or more of the profits interests or capital interests of a non-corporate entity. Affiliate includes any corporation or other entity that becomes such on or after the Effective Date. 2.6 Applicable Law means U.S. federal, state and local laws applicable to the Company, any legal or regulatory requirement relating to the Plan, Awards and/or Shares under applicable U.S. federal, state and local laws, the requirements of Nasdaq and any other stock exchange or automated quotation system upon which the Shares are listed, the Code, and the applicable laws, rules, regulations and requirements of any other country or jurisdiction where Awards are or are to be granted, exercised, vested or settled, as such laws, rules, regulations and requirements shall be in place from time to time. 2.7 Award means Options (including non-qualified options and Incentive Stock Options), SARs, Restricted Shares, Performance Units (which may be paid in cash), Performance Shares, Deferred Stock, Restricted Stock Units, Dividend Equivalents, Bonus Shares, Cash Incentive Awards or Other Stock-Based Awards granted under the Plan. 2.8 Award Agreement means either (a) a written agreement entered into by the Company and a Grantee setting forth the terms and provisions applicable to an Award granted under this Plan, or (b) a written statement issued by the Company to a Grantee describing the terms and provisions of such Award, including in either case any amendment or modification thereof. The Committee may provide for the use of electronic, internet or other non-paper Award Agreements and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by the Grantee. 2.9 Board means the Board of Directors of the Company. 2.10 Bonus Shares means Shares that are awarded to a Grantee with or without cost (save in all events for payment by the Grantee in cash of the nominal value per Share if required by Applicable Law) and without restrictions either in recognition of past performance (whether determined by reference to another employee benefit plan of the Company or otherwise), as an inducement to become an Eligible Person or, with the consent of the Grantee, as payment in lieu of any cash remuneration otherwise payable to the Grantee. 2.11 Cash Incentive Award means an Award granted under Article 15 of the Plan. 2.12 Cause shall have the same definition as under any employment or service agreement between the Company or any Affiliate and the Participant or, if no such employment or service agreement exists or if such employment or service agreement does not contain any such definition, Cause means (i) the Participants act or failure to act amounting to gross negligence or willful misconduct to the detriment of the Company or any Affiliate; (ii) the Participants dishonesty, fraud, theft or embezzlement of funds or properties in the course of Participants employment; (iii) the Participants commission of or pleading guilty to or confessing to any felony; or (iv) the Participants breach of any restrictive covenant agreement with the Company or any Affiliate, including but not limited to, covenants not to compete, non-solicitation covenants and non-disclosure covenants. For purposes of the Plan, the Participants resignation without the Companys or an Affiliates written consent in anticipation of termination of employment for Cause shall constitute a termination of employment for Cause. 2.13 CEO means the Chief Executive Officer of the Company. 2.14 Change in Control shall be deemed to have occurred upon the first occurrence of an event set forth in any one of the following paragraphs:

DEFINITIONS from Alliance Agreement

This Strategic Marketing Alliance Agreement (this Agreement) is made as of this day of March, 2016 (the Effective Date), by and between Napo Pharmaceuticals, Inc., a Delaware corporation, and its successors and assigns (collectively, Napo) and SmartPharma, LLC, a New Jersey limited liability company (SP) (each of Napo and SP may be referred to as a Party and, collectively, the Parties).

DEFINITIONS. Audited Sales means sales based upon IMS Health National Sales Perspective, NSP or Symphony Health Solutions PHAST Integrated audit. Annual Budget is defined in Section 9.2. ARRA is defined in Section 8.2(d). Business of each Party is defined in the Preliminary Statements. Change of Control Event means (A) any transaction resulting in the sale of (i) all, substantially all, or more than fifty percent (50%) of the assets of Napo (ii) all, substantially all, or more than fifty percent (50%) of the equity of Napo, (B) any merger, acquisition, recapitalization or other form of entity restructuring, (C) another form of sale, merger or divestiture not delineated herein, and/or (D) the divestiture of any drug or related formula or compound that SP has worked on or for with Napo pursuant to this Agreement in the three (3) years prior to such Change of Control Event. Change of Control Event shall not include a roll-up, acquisition or merger, of Napo with, by or into Jaguar Animal Health, Inc.a Delaware corporation. Claim or Claims means claims, demands, charges, complaints, suits, hearings, investigations, judgments, orders, decrees, stipulations, injunctions, actions, regulatory, legislative, or judicial proceedings or investigations, or other proceedings. COGS means all costs related to raw material, manufacturing and packaging of finished goods of Fulyzaq/Crofelemer and includes, but is not limited to: (a) the direct labor costs incurred in the manufacture of each tablet, or other medium of delivery, of Fulyzaq/Crofelemer; (b) the cost of materials used in such manufacture (including raw materials, intermediate compounds, active compounds, excipients, components and packaging materials, and including shipping and taxes therefor); (c) the cost of shipping each tablet and the raw materials, intermediate compounds and active compounds for incorporation therein; (d) a reasonable allocation of overhead, facilities expense (including depreciation over the expected life of the buildings and equipment), and costs for administration and for management of material procurement and other manufacturing activities performed directly in support of the manufacture or acquisition of each tablet, calculated in accordance with reasonable cost accounting methods that comply with GAAP; and (e) amounts paid (net of rebates or discounts, if any, and not including amounts paid as royalties) to non-Affiliate contract manufacturers or service providers to acquire each tablet, or other medium of delivery, or in connection with the manufacture of each tablet, or other medium of delivery. Commercialization Third Party or Commercialization Third Parties means a third-party service provider performing at least one (1) or more commercialization support services on behalf of Napo. Services provided by a Commercialization Third Party may include, but are not limited to, third-party logistics (including, but not limited to, warehousing and distribution services), pharmacovigilance, regulatory services/support, medical affairs support, or managed care contracts and rebates support. Confidential Information includes (in any medium) any confidential or proprietary information of a Party (including, with respect to Napo, the Data), including but not limited to, any trade secrets, processes, formulas, data, documentation, flow-charts, drawings, correspondence, know-how, improvements, Inventions, patents, trademarks, copyrights and other intellectual property, techniques, concepts, technologies, software, hardware, formulae, equipment, programs, sketches, designs, personnel records and files, former client and customer lists, current client and customer lists, potential client and customer lists, rental-related information, product or service specifications, debt arrangements, equity structures, fees, litigation, customer contracts, sales records (historical and projected), rates, marketing plans, developments and strategies, distribution methods and processes, projections, financial information, terms governing actual or anticipated relationships, internal accounting statistics, financial projects, business plans (whether current or not), pricing and bidding policies and practices, costing information, salaries, proposals to customers, any data, computer records, software, confidential information or property entrusted to a Party or any Affiliate by any customers, confidential information concerning customers, employees of a Party or any Affiliate and any other information passing between the Parties pursuant to the Purpose. Confidential Information shall not, however, include any information that (i) can be demonstrated to be generally known in the industry or to the public other than through breach of a Receiving Partys obligations to a Disclosing Party; (ii) was already known by the Receiving Party at the time of its disclosure hereunder as evidenced by written records; (iii) is independently obtained by the Receiving Party from a third party that d

Definitions from Stock Purchase Agreement

THIS STOCK PURCHASE AGREEMENT (this Agreement) is made as of June 23, 2017 (the Effective Date) by and among Molecular Templates, Inc., a Delaware corporation (MTEM), Threshold Pharmaceuticals, Inc., a Delaware corporation (Threshold), and Millennium Pharmaceuticals, Inc., a Delaware corporation and a wholly owned subsidiary of Takeda Pharmaceutical Company Ltd. (the Investor). MTEM, Threshold and the Investor may each be referred to herein individually as a Party and collectively as the Parties.

Definitions. In addition to those terms defined elsewhere in this Agreement, for the purposes of this Agreement, the following terms shall have the meanings set forth below: Actual Reverse Split Ratio means the actual ratio for the Reverse Split that is approved by Thresholds Board of Directors and effectuated immediately prior to the Effective Time. 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. Assumed Per Share Purchase Price means $5.00 per Share. Assumed Reverse Split Ratio means 8.1970 pre-split shares of Common Stock for 1 post-split share of Common Stock. Business Day means any day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business. Companys Knowledge means the actual knowledge after reasonable investigation of the executive officers (as defined in Rule 405 under the Securities Act) of the Company and any executive officers of the Subsidiaries. Contract means any written agreement, contract, subcontract, lease, understanding, arrangement, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature. Control (including the terms Controlling, Controlled by or under common Control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting Shares, by contract or otherwise. Exchange Act means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder. GAAP means generally accepted accounting principles in the United States. Governmental Authority means any federal, national, supranational, state, provincial, municipal, local or other government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body of competent jurisdiction. Law or Laws means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority. Material Adverse Effect means a material adverse effect on (i) the assets, properties, results of operations, financial condition, business or prospects of the Company and the Subsidiaries, taken as a whole or (ii) the authority or ability of the Company to perform its obligations under the Transaction Documents; provided that none of the following shall be taken into account, either alone or in combination, in determining whether there is a Material Adverse Effect: (a) effects caused by changes or circumstances affecting general market conditions in the U.S. economy or elsewhere in the world or which are generally applicable to the industry in which the Company operates; (b) effects attributable to the announcement or disclosure of the transactions contemplated by this Agreement (provided that any such announcement or disclosure is not in breach of this Agreement); (c) effects resulting from any changes in the market price or trading volume of the Common Stock; and (d) effects caused by any change in Law; provided further, in each case, that such effects do not, individually or in the aggregate, have a materially disproportionate adverse impact on the Company and the Subsidiaries, taken as a whole, relative to any other Person in the industry in which the Company operates. Order means any order, writ, injunction, judgment or decree. Permits means licenses, certificates, permits and other authorizations. Per Share Purchase Price means the price per Share to be paid by the Investor at the Closing, as determined pursuant to Section 3.2. 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. PIPE Financing means the private placement by the Company to be made to certain investors pursuant to a Securities Purchase Agreement to be entered into pursuant to the Equity Commitment Letter dated March 16, 2017 by and among MTEM, Threshold and Longitude Venture Partners III, L.P., resulting in at least $20,000,000 of gross proceeds to the Company. Registration Statement has the meaning set forth in the Amended Registration Rights Agreement or the Investor Registration Rights Agreement, as applicable. Securities Act means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder. Shares means the aggregate nu

Definitions from Employee Matters Agreement

This EMPLOYEE MATTERS AGREEMENT (the Agreement), dated as of *, 2017, is by and among Vornado Realty Trust, a Maryland real estate investment trust (Vornado), Vornado Realty L.P., a Delaware limited partnership (VRLP), JBG SMITH Properties, a Maryland real estate investment trust (Newco), and JBG SMITH Properties LP, a Delaware limited partnership (Newco LP) and together with Vornado, VRLP and Newco, each a Party and collectively, the Parties).

Definitions. The following terms shall have the following meanings: Affiliate shall mean, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, control (including with correlative meanings, controlled by and under common control with), when used with respect to any specified Person shall mean 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 or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, prior to, at and after the Effective Time, for purposes of the Transaction Documents (a) no member of the Newco Group shall be deemed to be an Affiliate of any member of the Vornado Group and (b) no member of the Vornado Group shall be deemed to be an Affiliate of any member of the Newco Group. Agreement has the meaning ascribed thereto in the preamble to this Agreement. Benefit Plan means, with respect to an entity, any employee benefit plan (as defined in Section 3(3) of ERISA), and each plan, program, arrangement, agreement or commitment that is an employment, consulting, non-competition or deferred compensation agreement, or an executive compensation, incentive bonus or other bonus, employee pension, profit-sharing, savings, retirement, supplemental retirement, stock option, stock purchase, stock appreciation rights, restricted stock, operating partnership unit, other equity-based compensation, severance pay, salary continuation, life, health, hospitalization, sick leave, vacation pay, paid time-off, disability or accident insurance plan, program, arrangement, agreement or commitment, corporate-owned or key-man life insurance or other employee benefit plan, program, arrangement, agreement or commitment, sponsored or maintained by such entity (or to which such entity contributes or is required to contribute or with respect to which such entity has any Liability). Closing has the meaning given such term in the Transaction Agreement. COBRA means the continuation coverage requirements for group health plans under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Code Section 4980B and Sections 601 through 608 of ERISA, and any similar state group health plan continuation Law, together with all regulations and proposed regulations promulgated thereunder, including any amendments or other modifications of such Laws and regulations that may be made from time to time. Code means the U.S. Internal Revenue Code of 1986, as amended. DC Business shall mean the business, operations and activities of the Vornado Group relating to the Newco Properties as defined in the Separation Agreement as conducted at any time prior to the Effective Time by either Party or any of their current or former Subsidiaries. DCP has the meaning ascribed thereto in Section 6.1 of this Agreement. DCP II has the meaning ascribed thereto in Section 6.1 of this Agreement. Designated Vornado Welfare Plan means a Welfare Plan sponsored or maintained by Vornado or its Affiliates which is identified on Schedule 1.0 hereto. Distribution shall have the meaning set forth in the recitals to the Separation Agreement. Distribution Date shall mean the date of the consummation of the Distribution, which shall be determined by the Vornado Board in its sole and absolute discretion. Effective Time shall mean 12:01 a.m., Eastern time, on the Distribution Date. Employee means any individual set forth in Schedule 1.1 who is a full-time or part-time employee of the applicable entity and provides substantially all of such individuals services for the benefit of the DC Business and who is intended to become a Newco Group Employee if such individual remains employed (or is on an approved leave) at the Effective Time. ERISA means the Employee Retirement Income Security Act of 1974, as amended. Exchange Act shall mean the U.S. Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder. Force Majeure has the meaning ascribed thereto in the Separation Agreement. Former Employee means any former Employee of Vornado or an Affiliate of Vornado or of Newco or an Affiliate of Newco, as of immediately prior to the Effective Time, whether having last been employed by a member of the Vornado Group or a member of the Newco Group, including retired Employees. Governmental Authority means any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, e

Definitions from Transition Services Agreement

This TRANSITION SERVICES AGREEMENT, dated [*], 2017 (this Agreement), is by and between Huntsman Corporation, a Delaware corporation (Huntsman), and Venator Materials PLC, a public limited company incorporated and registered under the laws of England and Wales with company number 10747130 and a wholly owned indirect subsidiary of Huntsman (Venator). Huntsman and Venator are sometimes referred to herein individually as a Party, and collectively as the Parties.

Definitions. Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the same meaning as in the Separation Agreement. The following capitalized terms used in this Agreement shall have the meanings set forth below: 2017 Operating Plan means the 2017 budget and operating plan, based on the operating run-rate at the end of 2016 and excluding anticipated cost increases estimated for the operation of Venator Group on a stand-alone basis, as implemented by the Venator Group for purposes of managing and tracking expenditures for 2017. Additional Services has the meaning set forth in Section 2.2. Accessing Party has the meaning set forth in Section 9.2(a). Affiliate means, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, control (including with correlative meanings, controlled by and under common control with), when used with respect to any specified Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. From and after the Effective Date, (a) no member of the Venator Group shall be deemed to be an Affiliate of any member of the Huntsman Group and (b) no member of the Huntsman Group shall be deemed to be an Affiliate of any member of the Venator Group. Agreement has the meaning set forth in the preamble. Business Day means a day other than a Saturday, a Sunday or a day on which banking institutions located in the State of Texas are authorized or obligated by applicable Law or executive order to close. Direct Costs means the sum of (a) an allocated portion of the fully burdened cost (including salary, hourly costs, or overtime costs and benefits) of Huntsman Groups employees who provide the applicable Service, where such allocation is based upon the number of hours each such employee provides Services under this Agreement during the applicable month as reasonably estimated by Huntsman Group and previously communicated to and agreed by Venator Group, (b) actual out-of-pocket expenses of personnel performing the Services to the extent incurred in connection with providing Services (including travel, accommodations and meal expenses in accordance with the Huntsman Groups policies), (c) the actual cost (without markup) of all materials, spare parts, tools, equipment, consumables and supplies of Huntsman Group (including freight, taxes or warehouse handling charges) that are associated with provision of the applicable Service (based upon the portion of time and to the extent used in providing such Services if not consumed entirely in providing such Services), (d) other actual out-of-pocket expenses that are incurred in connection with providing the Services, including any third party costs for express mail, long distance charges, facsimile charges, reproduction, postage, license fees and other similar third-party costs, and (e) taxes and all excise fees applicable to the Services or Fees (other than taxes based upon the net income or revenue of Huntsman Group). Dispute has the meaning set forth in Section 11.8. Exhibits means the Exhibits attached hereto. Force Majeure Event has the meaning set forth in Section 10.1. Huntsman has the meaning set forth in the preamble. Huntsman Group means Huntsman and, to the extent related to the Services to be provided, its Affiliates (excluding, for the avoidance of doubt, Venator). Initial Services has the meaning set forth in Section 2.1. Person means an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity and any Governmental Authority. Pigments and Additives Business means the pigments and additives segment of Huntsman as described in Huntsmans Annual Report on Form 10-K for the period ended December 31, 2016. Security Regulations has the meaning set forth in Section 9.2(a). Separation Agreement has the meaning set forth in the recitals. Service Coordinator has the meaning set forth in Section 2.4(b). Service Provider means any member of the Huntsman Group or the Venator Group, as applicable, when it is providing Services to any member of the other Partys Group. Service Provider Group means the Huntsman Group or the Venator Group, as applicable, when it is providing Services to any member of the other Partys Group. Service Recipient means any member of the Venator Group or the Huntsman Group, as applicable, when it is receiving Services from any member of the other Partys Group. Service Recipient Group means the Venator Group or the Huntsman Group, as ap