Investors Uses in Definitions Clause

Definitions from Amended and Restated Investor Rights Agreement

SEVENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, dated as of December 23, 2016 (this Agreement), among AILERON THERAPEUTICS, INC., a Delaware corporation (the Issuer), and the investors in the Issuer named in Schedule I hereto (collectively, the Investors), amending and restating the Sixth Amended and Restated Investor Rights Agreement, dated as of October 14, 2014 (the Sixth Amended and Restated Investor Rights Agreement), among the Issuer and the Investors.

Definitions. For purposes of this Agreement, the following terms have the following respective meanings: Additional Shares means shares of Common Stock (i) acquired by the Investors or (ii) issued or issuable to the Investors upon conversion or exercise of any security of the Issuer other than by conversion of the Preferred Shares, provided that (a) in the case of clause (i) such shares of Common Stock are, at the time of their acquisition, restricted securities as such term is defined in Rule 144 or otherwise subject to the restrictions on resale of Rule 144 and (b) in the case of clause (ii), such security is a restricted security at the time of acquisition or is otherwise subject to restrictions on resale under Rule 144. Affiliate means, with respect to any Person, any other Person Controlling, Controlled by or under common Control with that Person, as well as any officers, directors and majority-owned entities of that Person and of its other Affiliates. Any director, member of management or other employee of the Issuer or any of its Subsidiaries who would not otherwise be an Affiliate of an Investor shall not be deemed to be an Affiliate of such Investor. Agreement shall have the meaning given it in the first paragraph of this Agreement. Board means the Board of Directors of the Issuer. Common Stock means the Common Stock, $0.001 par value, of the Issuer. Company Sale means a Deemed Liquidation Event (as such term is defined in the Issuers Tenth Amended and Restated Certificate of Incorporation, as it may be amended or restated from time to time (the Certificate of Incorporation)). Competitor means an operating entity whose business is the research, development, manufacture, commercialization or marketing of pharmaceutical products. Confidential Information means any information that is labeled as confidential, proprietary or secret that an Investor obtains from the Issuer pursuant to financial statements, reports and other materials provided by the Issuer to such Investor pursuant to this Agreement or pursuant to visitation or inspection rights granted hereunder. Control means (including, with correlative meanings, the terms controlled by and under common control with), as applied to any Person, means the possession, direct or indirect, 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 ownership interest, by contract or otherwise. Conversion Shares means the shares of Common Stock issued or issuable upon conversion of the Preferred Shares. Exchange Act means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations thereunder that shall be in effect at the time. Any reference to a particular section thereof shall include a reference to the corresponding section, if any, of any such successor federal statute, and the rules and regulations thereunder. FINRA means the Financial Industry Regulatory Authority. GAAP means United States generally accepted accounting principles. Holder means any holder of Registrable Securities or Preferred Shares, including a Holder that has received Registrable Securities pursuant to Section 4.3. Investor shall have the meaning given it in the first paragraph of this Agreement. Issuer shall have the meaning given it in the first paragraph of this Agreement. Material Adverse Effect means any material adverse effect on the business, assets, properties or financial condition of the Issuer. Person means any natural person, firm, partnership, association, corporation, company, trust, business trust, governmental entity or other entity. Preferred Shares mean any shares of Series A Preferred Stock, Series A-l Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock, Series E-3 Preferred Stock and Series F Preferred Stock. Preferred Stock Purchase Agreement shall have the meaning given it in the first recital hereof. Prospectus means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to the prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus. Qualified Public Offering means a Qualified Public Offering as such term is defined in Section 5.1. of the Certificate of Incorporation. Registrable Securities means (a) the Shares, (b) the Additional Shares, (c) any securities issued or issuable wi

Definitions from Amended and Restated Investor Rights Agreement

SEVENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, dated as of December 23, 2016 (this Agreement), among AILERON THERAPEUTICS, INC., a Delaware corporation (the Issuer), and the investors in the Issuer named in Schedule I hereto (collectively, the Investors), amending and restating the Sixth Amended and Restated Investor Rights Agreement, dated as of October 14, 2014 (the Sixth Amended and Restated Investor Rights Agreement), among the Issuer and the Investors.

Definitions. For purposes of this Agreement, the following terms have the following respective meanings: Additional Shares means shares of Common Stock (i) acquired by the Investors or (ii) issued or issuable to the Investors upon conversion or exercise of any security of the Issuer other than by conversion of the Preferred Shares, provided that (a) in the case of clause (i) such shares of Common Stock are, at the time of their acquisition, restricted securities as such term is defined in Rule 144 or otherwise subject to the restrictions on resale of Rule 144 and (b) in the case of clause (ii), such security is a restricted security at the time of acquisition or is otherwise subject to restrictions on resale under Rule 144. Affiliate means, with respect to any Person, any other Person Controlling, Controlled by or under common Control with that Person, as well as any officers, directors and majority-owned entities of that Person and of its other Affiliates. Any director, member of management or other employee of the Issuer or any of its Subsidiaries who would not otherwise be an Affiliate of an Investor shall not be deemed to be an Affiliate of such Investor. Agreement shall have the meaning given it in the first paragraph of this Agreement. Board means the Board of Directors of the Issuer. Common Stock means the Common Stock, $0.001 par value, of the Issuer. Company Sale means a Deemed Liquidation Event (as such term is defined in the Issuers Tenth Amended and Restated Certificate of Incorporation, as it may be amended or restated from time to time (the Certificate of Incorporation)). Competitor means an operating entity whose business is the research, development, manufacture, commercialization or marketing of pharmaceutical products. Confidential Information means any information that is labeled as confidential, proprietary or secret that an Investor obtains from the Issuer pursuant to financial statements, reports and other materials provided by the Issuer to such Investor pursuant to this Agreement or pursuant to visitation or inspection rights granted hereunder. Control means (including, with correlative meanings, the terms controlled by and under common control with), as applied to any Person, means the possession, direct or indirect, 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 ownership interest, by contract or otherwise. Conversion Shares means the shares of Common Stock issued or issuable upon conversion of the Preferred Shares. Exchange Act means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations thereunder that shall be in effect at the time. Any reference to a particular section thereof shall include a reference to the corresponding section, if any, of any such successor federal statute, and the rules and regulations thereunder. FINRA means the Financial Industry Regulatory Authority. GAAP means United States generally accepted accounting principles. Holder means any holder of Registrable Securities or Preferred Shares, including a Holder that has received Registrable Securities pursuant to Section 4.3. Investor shall have the meaning given it in the first paragraph of this Agreement. Issuer shall have the meaning given it in the first paragraph of this Agreement. Material Adverse Effect means any material adverse effect on the business, assets, properties or financial condition of the Issuer. Person means any natural person, firm, partnership, association, corporation, company, trust, business trust, governmental entity or other entity. Preferred Shares mean any shares of Series A Preferred Stock, Series A-l Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock, Series E-3 Preferred Stock and Series F Preferred Stock. Preferred Stock Purchase Agreement shall have the meaning given it in the first recital hereof. Prospectus means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to the prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus. Qualified Public Offering means a Qualified Public Offering as such term is defined in Section 5.1. of the Certificate of Incorporation. Registrable Securities means (a) the Shares, (b) the Additional Shares, (c) any securities issued or issuable wi

DEFINITIONS from Investment Agreement

This Preferred Equity Investment Agreement (this Agreement), dated as of February 27, 2017 (the Execution Date), is entered into by and among Roseland Residential, L.P., a Delaware limited partnership (together with its permitted successors, assigns and transferees, the Partnership), Mack-Cali Realty Corporation, a Maryland corporation (together with its permitted successors, assigns and transferees, MCRC), Mack-Cali Realty, L.P., a Delaware limited partnership (together with its permitted successors, assigns and transferees, MCRLP), Mack-Cali Property Trust, a Maryland real estate investment trust (together with its permitted successors, assigns and transferees, MCPT), Mack-Cali Texas Property, L.P., a Texas limited partnership (together with its permitted successors, assigns and transferees, MCTP and together with MCRC, MCRLP and MCPT, the MCRC Parties), Roseland Residential Trust, a Maryland real estate investment trust (together with its permitted successors, assigns and transferee

DEFINITIONS. The following terms have the meanings specified or referred to in this Article I: 2015 Balance Sheet has the meaning set forth in Section 3.05. 2016 Balance Sheet has the meaning set forth in Section 3.05. 2016 Balance Sheet Date has the meaning set forth in Section 3.05. 2016 Income Statement has the meaning set forth in Section 3.05. Active Projects has the meaning set forth in Section 3.08(a)(i). Additional Commitment has the meaning set forth in the Recitals. Affiliate of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term control (including the terms controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, neither of the Investors nor any of their Affiliates shall be considered an Affiliate of any MCRC Party or Partnership Party for any purpose hereunder; provided, further that no portfolio company of an Investor shall be deemed an Affiliate any Investor. Agreement has the meaning set forth in the preamble. Ancillary Agreements shall mean, collectively, the Registration Rights Agreement, the Recourse Agreement, the Indemnification Agreement, the Shared Services Agreement, the Shareholders Agreement, the Bylaws and the Credit Enhancement Agreement. Benefit Plan has the meaning set forth in Section 3.14(a). Board of Trustees has the meaning set forth in Section 9.02. Business Day means any day except Saturday, Sunday or any other day on which commercial banks located in New York, New York are authorized or required by Law to be closed for business. Bylaws means the bylaws of the General Partner, as amended and in effect on or immediately prior to the date hereof. Closing has the meaning set forth in has the meaning set forth in Section 2.03(b). Closing Date has the meaning set forth in Section 2.03(b). Code means the Internal Revenue Code of 1986, as amended. Commitment Term means the period commencing on the Closing Date and ending on the earlier to occur of (i) the date on which Investors Total Commitment has been funded to the Partnership and (ii) any Commitment Termination Event. Commitment Termination Event has the meaning set forth in Section 2.05(e). Common Units has the meaning set forth in the Recitals. Company Leases has the meaning set forth in Section 3.10(e). Competing Businesses has the meaning set forth in Section 9.02. Controlled Subsidiary or Controlled Subsidiaries, with respect to any entity, any Subsidiary of such entity (other than as set forth in clause (iii)(y) of the definition of such term), other than a Non-Controlled Subsidiary or Limited Control Subsidiary of such entity. Controlled Subsidiary Balance Sheets has the meaning set forth in Section 3.05. Credit Enhancement Agreement means that certain Discretionary Demand Promissory Note between the Partnership, as borrower, and MCRLP, as lender, dated as of the Closing Date. Deposit has the meaning set forth in Section 2.02. Direct Claim has the meaning set forth in Section 7.06(c). Disclosure Letter means that certain Disclosure Letter to Preferred Equity Investment Agreement executed by and between the Parties concurrently with the execution and delivery of this Agreement. Dollars or $ means the lawful currency of the United States of America. Drawdown has the meaning set forth in Section 2.05(b). Drawdown Amount has the meaning set forth in Section 2.05(c)(i). Drawdown Date has the meaning set forth in Section 2.05(b). Drawdown Notice has the meaning set forth in Section 2.05(b). Employees means those Persons employed by the Partnership Parties or their respective Subsidiaries immediately prior to the Closing. Employment Agreements has the meaning set forth in Section 3.15(b). Encumbrance(s) means any lien, pledge, mortgage, deed of trust, security interest, charge, claim, easement, encroachment or other similar encumbrance. Environmental Claim means any action, suit, claim, investigation or other legal proceeding by any Person alleging liability of whatever kind or nature (including liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, assessment, evaluation, monitoring or otherwise delineating the presence or Release of any Hazardous Material, prevention or minimization of a Release or threatened release of Hazardous Materials, governmental response, removal or remediation, corrective action, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from: (a) the presence, Release of, or exposure to, any Hazardous Materials in, on, under, to or emanating from any real property; or (b) any actual or alleged n

Definitions from Amended and Restated Investor Rights Agreement

SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, dated as of October 14, 2014 (this Agreement), among AILERON THERAPEUTICS, INC., a Delaware corporation (the Issuer), and the investors in the Issuer named in Schedule I hereto (collectively, the Investors), amending and restating the Fifth Amended and Restated Investor Rights Agreement, dated as of November 5, 2013 (the Fifth Amended and Restated Investor Rights Agreement), among the Issuer and the Investors.

Definitions. For purposes of this Agreement, the following terms have the following respective meanings: Additional Shares means shares of Common Stock (i) acquired by the Investors or (ii) issued or issuable to the Investors upon conversion or exercise of any security of the Issuer other than by conversion of the Preferred Shares, provided that (a) in the case of clause (i) such shares of Common Stock are, at the time of their acquisition, restricted securities as such term is defined in Rule 144 or otherwise subject to the restrictions on resale of Rule 144 and (b) in the case of clause (ii), such security is a restricted security at the time of acquisition or is otherwise subject to restrictions on resale under Rule 144. Affiliate means, with respect to any Person, any other Person Controlling, Controlled by or under common Control with that Person, as well as any officers, directors and majority-owned entities of that Person and of its other Affiliates. Any director, member of management or other employee of the Issuer or any of its Subsidiaries who would not otherwise be an Affiliate of an Investor shall not be deemed to be an Affiliate of such Investor. Agreement shall have the meaning given it in the first paragraph of this Agreement. Board means the Board of Directors of the Issuer. Common Stock means the Common Stock, $0.001 par value, of the Issuer. Company Sale means a Deemed Liquidation Event (as such term is defined in the Issuers Eighth Amended and Restated Certificate of Incorporation, as it may be amended or restated from time to time (the Certificate of Incorporation)). Competitor means an operating entity whose business is the research, development, manufacture, commercialization or marketing of pharmaceutical products. Confidential Information means any information that is labeled as confidential, proprietary or secret that an Investor obtains from the Issuer pursuant to financial statements, reports and other materials provided by the Issuer to such Investor pursuant to this Agreement or pursuant to visitation or inspection rights granted hereunder. Control means (including, with correlative meanings, the terms controlled by and under common control with), as applied to any Person, means the possession, direct or indirect, 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 ownership interest, by contract or otherwise. Conversion Shares means the shares of Common Stock issued or issuable upon conversion of the Preferred Shares. Exchange Act means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations thereunder that shall be in effect at the time. Any reference to a particular section thereof shall include a reference to the corresponding section, if any, of any such successor federal statute, and the rules and regulations thereunder. FINRA means the Financial Industry Regulatory Authority. GAAP means United States generally accepted accounting principles. Holder means any holder of Registrable Securities or Preferred Shares, including a Holder that has received Registrable Securities pursuant to Section 4.3. Investor shall have the meaning given it in the first paragraph of this Agreement. Issuer shall have the meaning given it in the first paragraph of this Agreement. Material Adverse Effect means any material adverse effect on the business, assets, properties or financial condition of the Issuer. Person means any natural person, firm, partnership, association, corporation, company, trust, business trust, governmental entity or other entity. Preferred Shares mean any shares of Series A Preferred Stock, Series A-l Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, Series E Preferred Stock and Series E-1 Preferred Stock. Preferred Stock Purchase Agreement shall have the meaning given it in the first recital hereof. Prospectus means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to the prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus. Qualified Public Offering means a Qualified Public Offering as such term is defined in Section 5.1. of the Certificate of Incorporation. Registrable Securities means (a) the Shares, (b) the Additional Shares, (c) any securities issued or issuable with respect to any Shares or Additional Shares referred to in the foregoing clause

Definitions from Amended and Restated Investor Rights Agreement

This FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, dated as of May 13, 2013 (this Agreement), among TOKAI PHARMACEUTICALS, INC., a Delaware corporation (the Issuer), and the investors in the Issuer named in Schedule I hereto (collectively, the Investors), amending and restating the Fourth Amended and Restated Investor Rights Agreement, dated as of September 9, 2011, as amended (the Fourth Amended and Restated Investor Rights Agreement), among the Issuer and certain of the Investors.

Definitions. For purposes of this Agreement, the following terms have the following respective meanings: Additional Shares means shares of Common Stock (i) acquired by the Investors or (ii) issued or issuable to the Investors upon conversion or exercise of any security of the Issuer other than by conversion of the Preferred Shares, provided that (a) in the case of clause (i) such shares of Common Stock are, at the time of their acquisition, restricted securities as such term is defined in Rule 144 or otherwise subject to the restrictions on resale of Rule 144 and (b) in the case of clause (ii), such security is a restricted security at the time of acquisition or is otherwise subject to restrictions on resale under Rule 144. Affiliate means, with respect to a particular person or entity, persons or entities controlling, controlled by or under common control with that person or entity, as well as any officers, directors and majority-owned entities of that person or entity and of its other Affiliates and, with respect to any Investor that is part of the Satter Family, as defined in the Stockholders Agreement, any other member of the Satter Family. The term control (including, with correlative meanings, the terms controlled by and under common control with), as applied to any person, means the possession, direct or indirect, 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 ownership interest, by contract or otherwise. Agreement shall have the meaning given it in the first paragraph of this Agreement. Certificate of Incorporation means the Issuers Seventh Amended and Restated Certificate of Incorporation, as it may be amended or restated from time to time. Common Stock means the Common Stock, $0.001 par value per share, of the Issuer. Company Sale means a Deemed Liquidation Event (as such term is defined in the Certificate of Incorporation). Confidential Information means any information that is labeled as confidential, proprietary or secret that an Investor obtains from the Issuer pursuant to financial statements, reports and other materials provided by the Issuer to such Investor pursuant to this Agreement or pursuant to visitation or inspection rights granted hereunder. Conversion Shares means the shares of Common Stock issued or issuable upon conversion of the Preferred Shares. Exchange Act means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations thereunder that shall be in effect at the time. Any reference to a particular section thereof shall include a reference to the corresponding section, if any, of any such successor federal statute, and the rules and regulations thereunder. FINRA means the Financial Industry Regulatory Authority. GAAP means United States generally accepted accounting principles. Holder means any holder of Registrable Securities or Preferred Shares, including a Holder that has received Registrable Securities pursuant to Section 4.3. Investor shall have the meaning given it in the first paragraph of this Agreement. Issuer shall have the meaning given it in the first paragraph of this Agreement. Material Adverse Effect means any material adverse effect on the business, assets, properties or financial condition of the Issuer. Person means any natural person, firm, partnership, association, corporation, company, trust, business trust, governmental entity or other entity. Preferred Shares mean any shares of Series A Preferred Stock, Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock. Prospectus means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to the prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus. Purchase Agreement shall have the meaning given it in the first recital hereof. Qualified Public Offering means a Qualified Public Offering as such term is defined in Article FOURTH, Part C, Subsection 5.1 of the Certificate of Incorporation. Registrable Securities means (a) the Shares, (b) the Additional Shares, (c) any securities issued or issuable with respect to any Shares or Additional Shares referred to in the foregoing clauses (a) and (b), (i) upon any conversion or exchange thereof, (ii) by way of stock dividend or other distribution, stock split or reverse stock split, or (iii) in connection with a combination of shares, recapitalizat

Definitions from Amended and Restated

THIS FOURTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (the Agreement) is made as of February 28, 2013, by and among (i) Yodle, Inc., a Delaware corporation (the Company), and (ii) each of the investors listed on Schedule A hereto (the Investors).

Definitions. For purposes of this Agreement: Affiliate means, with respect to any specified individual, corporation, partnership, association, trust or any other entity (in each case, a Person), any other Person which, directly or indirectly, controls, is controlled by, or is under common control with such specified Person, including, without limitation, any general partner, venture partner, officer or director of such Person and any venture capital fund now or hereafter existing which is controlled by or under common control with one or more general partners of, or shares the same management company with, such Person. Bessemer means Bessemer Venture Partners VI L.P. Board means the Board of Directors of the Company. Certificate of Incorporation means the Companys Certificate of Incorporation, as amended or restated from time to time. Common Stock means shares of the Companys common stock, par value $.0002 per share. Conversion Shares means shares of Common Stock issued or issuable upon the conversion of Preferred Stock. Deemed Liquidation Event has the meaning assigned to such term in the Certificate of Incorporation. DFJ means Draper Fisher Jurvetson Fund IX, L.P., Draper Fisher Jurvetson Partners IX, LLC and Draper Associates, L.P. DFJ Growth means Draper Fisher Jurvetson Growth Fund 2006 Partners, L.P. and Draper Fisher Jurvetson Partners Growth Fund 2006, LLC. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Form S-3 means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC. GAAP means generally accepted accounting principles in the United States. Government Official means any officer or employee of a foreign government or government-controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or official thereof, or candidate for political office; Governmental Body means any (a) nation, state, county, city, town, village, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi-governmental authority of any nature (including any taxing authority, agency, branch, board, department, commission, bureau, official, or entity and any court or other tribunal); or (d) body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature; Group Company means the Company and all its subsidiaries; Holder means any holder of Registrable Securities who is a party to this Agreement or any assignee thereof in accordance with Section 2.13 hereof. Immediate Family Member means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, of a natural person referred to herein. Initiating Holders means, collectively, any Holders who properly initiate a registration request under this Agreement. IPO means the Companys first underwritten public offering of its Common Stock under the Securities Act. JAFCO means JAFCO Technology Ventures III, L.P. Key Employee means the president, chief executive officer, chief financial officer, chief operating officer, chief technology officer, vice presidents of operations, research, development, sales or marketing, or any other individual who performs a significant role in the operations of the Company or a Subsidiary or in the development or conception of any Company Intellectual Property (as defined in the Purchase Agreement) as may be reasonably designated by the Board. Major Investor means any Investor that, together with such Investors Affiliates, holds at least 4,000,000 Conversion Shares (appropriately adjusted for any stock split, dividend, combination or other recapitalization effected after the date hereof). New Securities means equity securities of the Company, whether or not currently authorized, or rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for such equity securities. Preferred Stock means, collectively, shares of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock, the Series E Preferred Stock and the Series F Preferred Stock. Preferred Stock Directors means, at a particular time, the Preferred Stock Director or Preferred Stock Directors (as defined in the Certificate of Incorporation) serving on the Board at such time. Qualifying Public Offering has the meaning assigned to such term

Definitions from Amended and Restated

THIS FOURTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (the Agreement) is made as of February 28, 2013, by and among (i) Yodle, Inc., a Delaware corporation (the Company), and (ii) each of the investors listed on Schedule A hereto (the Investors).

Definitions. For purposes of this Agreement: Affiliate means, with respect to any specified individual, corporation, partnership, association, trust or any other entity (in each case, a Person), any other Person which, directly or indirectly, controls, is controlled by, or is under common control with such specified Person, including, without limitation, any general partner, venture partner, officer or director of such Person and any venture capital fund now or hereafter existing which is controlled by or under common control with one or more general partners of, or shares the same management company with, such Person. Bessemer means Bessemer Venture Partners VI L.P. Board means the Board of Directors of the Company. Certificate of Incorporation means the Companys Certificate of Incorporation, as amended or restated from time to time. Common Stock means shares of the Companys common stock, par value $.0002 per share. Conversion Shares means shares of Common Stock issued or issuable upon the conversion of Preferred Stock. Deemed Liquidation Event has the meaning assigned to such term in the Certificate of Incorporation. DFJ means Draper Fisher Jurvetson Fund IX, L.P., Draper Fisher Jurvetson Partners IX, LLC and Draper Associates, L.P. DFJ Growth means Draper Fisher Jurvetson Growth Fund 2006 Partners, L.P. and Draper Fisher Jurvetson Partners Growth Fund 2006, LLC. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Form S-3 means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC. GAAP means generally accepted accounting principles in the United States. Government Official means any officer or employee of a foreign government or government-controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or official thereof, or candidate for political office; Governmental Body means any (a) nation, state, county, city, town, village, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi-governmental authority of any nature (including any taxing authority, agency, branch, board, department, commission, bureau, official, or entity and any court or other tribunal); or (d) body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature; Group Company means the Company and all its subsidiaries; Holder means any holder of Registrable Securities who is a party to this Agreement or any assignee thereof in accordance with Section 2.13 hereof. Immediate Family Member means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, of a natural person referred to herein. Initiating Holders means, collectively, any Holders who properly initiate a registration request under this Agreement. IPO means the Companys first underwritten public offering of its Common Stock under the Securities Act. JAFCO means JAFCO Technology Ventures III, L.P. Key Employee means the president, chief executive officer, chief financial officer, chief operating officer, chief technology officer, vice presidents of operations, research, development, sales or marketing, or any other individual who performs a significant role in the operations of the Company or a Subsidiary or in the development or conception of any Company Intellectual Property (as defined in the Purchase Agreement) as may be reasonably designated by the Board. Major Investor means any Investor that, together with such Investors Affiliates, holds at least 4,000,000 Conversion Shares (appropriately adjusted for any stock split, dividend, combination or other recapitalization effected after the date hereof). New Securities means equity securities of the Company, whether or not currently authorized, or rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for such equity securities. Preferred Stock means, collectively, shares of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock, the Series E Preferred Stock and the Series F Preferred Stock. Preferred Stock Directors means, at a particular time, the Preferred Stock Director or Preferred Stock Directors (as defined in the Certificate of Incorporation) serving on the Board at such time. Qualifying Public Offering has the meaning assigned to such term

Definitions from Amended and Restated Investor Rights Agreement

This FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, dated as of May 13, 2013 (this Agreement), among TOKAI PHARMACEUTICALS, INC., a Delaware corporation (the Issuer), and the investors in the Issuer named in Schedule I hereto (collectively, the Investors), amending and restating the Fourth Amended and Restated Investor Rights Agreement, dated as of September 9, 2011, as amended (the Fourth Amended and Restated Investor Rights Agreement), among the Issuer and certain of the Investors.

Definitions. For purposes of this Agreement, the following terms have the following respective meanings: Additional Shares means shares of Common Stock (i) acquired by the Investors or (ii) issued or issuable to the Investors upon conversion or exercise of any security of the Issuer other than by conversion of the Preferred Shares, provided that (a) in the case of clause (i) such shares of Common Stock are, at the time of their acquisition, restricted securities as such term is defined in Rule 144 or otherwise subject to the restrictions on resale of Rule 144 and (b) in the case of clause (ii), such security is a restricted security at the time of acquisition or is otherwise subject to restrictions on resale under Rule 144. Affiliate means, with respect to a particular person or entity, persons or entities controlling, controlled by or under common control with that person or entity, as well as any officers, directors and majority-owned entities of that person or entity and of its other Affiliates and, with respect to any Investor that is part of the Satter Family, as defined in the Stockholders Agreement, any other member of the Satter Family. The term control (including, with correlative meanings, the terms controlled by and under common control with), as applied to any person, means the possession, direct or indirect, 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 ownership interest, by contract or otherwise. Agreement shall have the meaning given it in the first paragraph of this Agreement. Certificate of Incorporation means the Issuers Seventh Amended and Restated Certificate of Incorporation, as it may be amended or restated from time to time. Common Stock means the Common Stock, $0.001 par value per share, of the Issuer. Company Sale means a Deemed Liquidation Event (as such term is defined in the Certificate of Incorporation). Confidential Information means any information that is labeled as confidential, proprietary or secret that an Investor obtains from the Issuer pursuant to financial statements, reports and other materials provided by the Issuer to such Investor pursuant to this Agreement or pursuant to visitation or inspection rights granted hereunder. Conversion Shares means the shares of Common Stock issued or issuable upon conversion of the Preferred Shares. Exchange Act means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations thereunder that shall be in effect at the time. Any reference to a particular section thereof shall include a reference to the corresponding section, if any, of any such successor federal statute, and the rules and regulations thereunder. FINRA means the Financial Industry Regulatory Authority. GAAP means United States generally accepted accounting principles. Holder means any holder of Registrable Securities or Preferred Shares, including a Holder that has received Registrable Securities pursuant to Section 4.3. Investor shall have the meaning given it in the first paragraph of this Agreement. Issuer shall have the meaning given it in the first paragraph of this Agreement. Material Adverse Effect means any material adverse effect on the business, assets, properties or financial condition of the Issuer. Person means any natural person, firm, partnership, association, corporation, company, trust, business trust, governmental entity or other entity. Preferred Shares mean any shares of Series A Preferred Stock, Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock. Prospectus means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to the prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus. Purchase Agreement shall have the meaning given it in the first recital hereof. Qualified Public Offering means a Qualified Public Offering as such term is defined in Article FOURTH, Part C, Subsection 5.1 of the Certificate of Incorporation. Registrable Securities means (a) the Shares, (b) the Additional Shares, (c) any securities issued or issuable with respect to any Shares or Additional Shares referred to in the foregoing clauses (a) and (b), (i) upon any conversion or exchange thereof, (ii) by way of stock dividend or other distribution, stock split or reverse stock split, or (iii) in connection with a combination of shares, recapitalizat

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of October 19, 2010 among 8888 Acquisition Corporation, a Nevada corporation (the Company) and the investors listed on the Schedule of Buyers attached hereto as Exhibit A and identified on the signature pages hereto (each, an Investor and collectively, the Investors). The Company and the Investors are collectively referred to herein as the Parties.

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have the meanings indicated in this Section 1.1: 2010 Report means the Quarterly Report of the Company for the fiscal period ending December 31, 2010, as filed with the Commission on Form 10-Q (or such other form appropriate for such purpose as promulgated by the Commission). 2010 Guaranteed ATNI has the meaning set forth in Section 4.7. 2010 Make Good Shares has the meaning set forth in Section 4.7. 2010 Reviewed ATNI shall have the meaning set forth in Section 4.7. Action means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or threatened in writing against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency, regulatory authority (federal, state, county or local), stock market, stock exchange or trading facility. 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. Business Day means any day except Saturday, Sunday and any day which is a legal holiday or a day on which banking institutions in the State of New York, Hong Kong and Peoples Republic of China are authorized or required by law or other governmental action to close. CCS-HK means Cheng Chang Shoes Industry Company Limited, a Hong Kong company CCS-HK Shareholders means Mr. Zhuang Guoqing, River Tyne Ventures Inc., Zhao Kang Capital Resource Limited, Kang Shi Investment Holdings Limited, Bai Cheng Investment Limited, Heng Feng Investment Limited and Shiping Liu. Closing means the closing of the purchase and sale of the Shares pursuant to Article 2. Closing Date means the Business Day on which all of the conditions set forth in Sections 5.1 and 5.2 hereof are satisfied, or such other date as the parties may agree. Commission means the Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.0001 per share, and any securities into which such common stock may hereafter be reclassified. Company Deliverables has the meaning set forth in Section 2.2(a) . Company Entities means the Company, CCS-HK, WFOE and all existing Subsidiaries of any such entities and any other entities which hereafter become Subsidiaries of any such entities. Disclosure Materials means the Schedules to this Agreement. Effectiveness Period" means, as to any registration statement required to be filed pursuant to Section 4.2 of this Agreement, the period commencing on the date when such registration statement is declared effective by the Commission and ending on the earliest to occur of (a) the second anniversary of such effective date, (b) such time as all of the Registrable Securities covered by such registration statement have been publicly sold by the Investors included therein, or (c) such time as all of the Registrable Securities covered by such registration statement may be sold by the Investors without volume restrictions pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Companys transfer agent and the affected Investors. Exchange Act means the Securities Exchange Act of 1934, as amended. Existing Company Entities means the Company, CCS-HK, WFOE and their respective Subsidiaries and "Existing Company Entity" means any of the Company, CCS-HK, WFOE and any of their respective Subsidiaries. GAAP means U.S. generally accepted accounting principles. Governmental Body shall mean any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; or (c) governmental or quasi-governmental authority of any nature (including any governmental or administrative division, department, agency, commission, instrumentality, official, organization, unit, body or entity) and any court or other tribunal. Intellectual Property Rights has the meaning set forth in Section 3.1(o) . Investment Amount means, with respect to each Investor, the Investment Amount indicated on such Investors signature page to this Agreement. Investor Deliverables has the meaning set forth in Section 2.2(b) . "Legal Requirement" shall mean 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 Body (or under the authority of any national securities exchange upon which the Common Stock is then listed or traded). Reference to any Legal Requirement means such Legal Requirement as amend

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of October 19, 2010 among 8888 Acquisition Corporation, a Nevada corporation (the Company) and the investors listed on the Schedule of Buyers attached hereto as Exhibit A and identified on the signature pages hereto (each, an Investor and collectively, the Investors). The Company and the Investors are collectively referred to herein as the Parties.

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have the meanings indicated in this Section 1.1: 2010 Report means the Quarterly Report of the Company for the fiscal period ending December 31, 2010, as filed with the Commission on Form 10-Q (or such other form appropriate for such purpose as promulgated by the Commission). 2010 Guaranteed ATNI has the meaning set forth in Section 4.7. 2010 Make Good Shares has the meaning set forth in Section 4.7. 2010 Reviewed ATNI shall have the meaning set forth in Section 4.7. Action means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or threatened in writing against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency, regulatory authority (federal, state, county or local), stock market, stock exchange or trading facility. 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. Business Day means any day except Saturday, Sunday and any day which is a legal holiday or a day on which banking institutions in the State of New York, Hong Kong and Peoples Republic of China are authorized or required by law or other governmental action to close. CCS-HK means Cheng Chang Shoes Industry Company Limited, a Hong Kong company CCS-HK Shareholders means Mr. Zhuang Guoqing, River Tyne Ventures Inc., Zhao Kang Capital Resource Limited, Kang Shi Investment Holdings Limited, Bai Cheng Investment Limited, Heng Feng Investment Limited and Shiping Liu. Closing means the closing of the purchase and sale of the Shares pursuant to Article 2. Closing Date means the Business Day on which all of the conditions set forth in Sections 5.1 and 5.2 hereof are satisfied, or such other date as the parties may agree. Commission means the Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.0001 per share, and any securities into which such common stock may hereafter be reclassified. Company Deliverables has the meaning set forth in Section 2.2(a) . Company Entities means the Company, CCS-HK, WFOE and all existing Subsidiaries of any such entities and any other entities which hereafter become Subsidiaries of any such entities. Disclosure Materials means the Schedules to this Agreement. Effectiveness Period" means, as to any registration statement required to be filed pursuant to Section 4.2 of this Agreement, the period commencing on the date when such registration statement is declared effective by the Commission and ending on the earliest to occur of (a) the second anniversary of such effective date, (b) such time as all of the Registrable Securities covered by such registration statement have been publicly sold by the Investors included therein, or (c) such time as all of the Registrable Securities covered by such registration statement may be sold by the Investors without volume restrictions pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Companys transfer agent and the affected Investors. Exchange Act means the Securities Exchange Act of 1934, as amended. Existing Company Entities means the Company, CCS-HK, WFOE and their respective Subsidiaries and "Existing Company Entity" means any of the Company, CCS-HK, WFOE and any of their respective Subsidiaries. GAAP means U.S. generally accepted accounting principles. Governmental Body shall mean any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; or (c) governmental or quasi-governmental authority of any nature (including any governmental or administrative division, department, agency, commission, instrumentality, official, organization, unit, body or entity) and any court or other tribunal. Intellectual Property Rights has the meaning set forth in Section 3.1(o) . Investment Amount means, with respect to each Investor, the Investment Amount indicated on such Investors signature page to this Agreement. Investor Deliverables has the meaning set forth in Section 2.2(b) . "Legal Requirement" shall mean 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 Body (or under the authority of any national securities exchange upon which the Common Stock is then listed or traded). Reference to any Legal Requirement means such Legal Requirement as amend