May 2014 Uses in Definitions Clause

Definitions from Purchase Agreement

ARTICLE 1 INTERPRETATION 2 1.1 Definitions 2 1.2 Certain Rules of Interpretation 9 1.3 Knowledge 10 1.4 Entire Agreement 10 1.5 Amendments in Writing 10 1.6 Applicable Law 11 ARTICLE 2 PURCHASE AND SALE OF PURCHASED SHARES 11 2.1 Purchase and Sale of Purchased Shares 11 2.2 Purchase Price; Application of Initial Deposit, Extension Payment and Term Sheet Payment 11 2.3 Deposit and Release of Term Sheet Payment and Deposit 12 2.4 Closing Date Payment 12 2.5 Milestone Payments 12 2.6 Alternate Purchase Price and Milestone Payment Options 13 2.7 Full Payment Absolute Deadline 14 2.8 FIRPTA Withholding 14 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND STAR MOUNTAIN 15 3.

Definitions. Throughout this Agreement, the following words, terms and expressions shall have the following meanings: "Affiliate" means, when describing a relationship between two Persons, that either (a) one of them is the Subsidiary of the other, (b) one of them is under the Control of the other, or (b) each of them is Controlled by the same Person. "Agreement", "this Agreement", "the Agreement", "hereof", "herein", "hereto", "hereby", "hereunder" and similar expressions mean this purchase agreement, including all schedules and exhibits, and all instruments supplementing, amending, modifying, restating or otherwise confirming this purchase agreement. All references to "Articles", "Sections", "Schedules" and "Exhibits" mean and refer to the specified article, section, schedule and exhibit of this Agreement. "Area of Interest" means all real property interests within the area demarcated on the map attached hereto and incorporated herein as Exhibit A. "Balmat" means Balmat Holding Corporation, a corporation existing under the laws of Delaware. "Balmat Disclosure Letter" means the letter with attached disclosure schedules dated the date hereof and delivered by the Seller to the Purchaser in connection herewith. "Balmat Financial Statements" means in respect of Balmat and SLZ, the unaudited financial statements, consisting of a full set of unaudited financial statements as of June 30, 2015, and consolidated statements of income and retained earnings and cash flows for the years ended December 31, 2014 and December 31, 2013, true and complete copies of which have been made available to the Purchaser. "Balmat Mine" means the Balmat mine, the concentrator and the adjacent exploration properties, including, without limitation, inventories, mine equipment (substantially as described in the Suncor equipment appraisal dated as of July 1, 2010), the mill, buildings, surface vehicles and the reclamation bond, as described in the Balmat Study and the SLZ Confidential Information Memorandum dated May 2014. "Balmat Study" means the Reopening 2010 Plan regarding the re-commencement of operations at the Balmat Mine.

DEFINITIONS from Subordinated Note

DEFINITIONS. Additional Amounts has the meaning assigned to such term in Condition 8 (Taxation). Alignment Event has the meaning assigned to such term in Condition 5 (Redemption and Purchase). Amendment Effective Date has the meaning assigned to such term in Condition 11 (Amendments). Amendment Notice has the meaning assigned to such term in Condition 11 (Amendments). Auditor means the accounting firm (i) appointed by the Board of Directors of UBS AG or the shareholders of UBS AG, as the case may be, to provide, among other things, audit and/or review opinions on UBS AGs financial statements, and (ii) approved by the FINMA in accordance with the Financial Market Supervisory Act (Finanzmarktaufsichtsgesetz) of 22 June 2007, as amended from time to time. Balance Sheet Date means (i) with respect to any Ordinary Publication Date, the cut-off date for the measurement of the CET1 Ratio in the Quarterly Financial Accounts published on such Ordinary Publication Date, and (ii) with respect to any Extraordinary Publication Date, the cut-off date for the Reviewed Interim Measurement published upon the instruction of the FINMA on such Extraordinary Publication Date. Bankruptcy Event means any of the following events with respect to UBS AG: (i) the adjudication of bankruptcy (Konkurseroffnung) pursuant to article 171, 189 or 191 of the DEBA, (ii) the granting of a provisional or definitive stay of execution (provisorische oder definitive Nachlassstundung) pursuant to article 293 et seq. of the DEBA, (iii) the ordering of restructuring proceedings (Sanierungsverfahren) pursuant to articles 28 to 32 of the FBA and/or (iv) the ordering of liquidation proceedings (Liquidation) pursuant to articles 33 to 37g of the FBA; provided, however, that none of the following shall constitute a Bankruptcy Event: (x) mere debt collection proceedings (Betreibungsverfahren) pursuant to article 38 et seq. of the DEBA, (y) proceedings in connection with a freezing order (Arrestverfahren) pursuant to article 271 et seq. of the DEBA, and/or (z) the institution of protective measures (Schutzmassnahmen) pursuant to article 26 of the FBA, including, in the case of each of clauses (x), (y) and (z), any steps taken under or in connection therewith. BIS Regulations means, at any time, the capital adequacy standards and guidelines promulgated by the Basel Committee on Banking Supervision, as implemented by the FINMA in Switzerland at such time. BIS Risk Weighted Assets means, as of any Balance Sheet Date, the aggregate amount, in Swiss francs, of risk-weighted assets of the Group as of such Balance Sheet Date, as determined by UBS AG pursuant to the BIS Regulations applicable to UBS AG as of such Balance Sheet Date, and as (i) disclosed in the Quarterly Financial Accounts published on the relevant Ordinary Publication Date or (ii) may be disclosed as a component of the Reviewed Interim Measurement published upon the instruction of the FINMA on the relevant Extraordinary Publication Date, as applicable. For the avoidance doubt, the term risk-weighted assets as used in this definition shall have the meaning assigned to such term in the BIS Regulations in effect as of the relevant Balance Sheet Date. BIS Tier 1 Capital means, as of any Balance Sheet Date, the aggregate amount, in Swiss francs, of items that constitute tier 1 capital of the Group as of such Balance Sheet Date, less any deductions from tier 1 capital required to be made, in each case, as determined by UBS AG pursuant to the BIS Regulations applicable to UBS AG as of such Balance Sheet Date. For the avoidance of doubt, the term tier 1 capital as used in this definition shall have the meaning assigned to such term in the BIS Regulations in effect as of the relevant Balance Sheet Date. Business Day means a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London, New York and Zurich. Capital Adequacy Ordinance means the Ordinance concerning Capital Adequacy and Risk Diversification for Banks and Securities Dealers, which entered into force on 1 January 2013, and as amended from time to time. CET1 Capital means, as of any Balance Sheet Date, the aggregate amount, in Swiss francs, of items that constitute common equity tier 1 capital of the Group as of such Balance Sheet Date, less any deductions from common equity tier 1 capital required to be made, in each case as determined by UBS AG pursuant to the BIS Regulations applicable to UBS AG as of such Balance Sheet Date, and as (i) disclosed in the Quarterly Financial Accounts published on the relevant Ordinary Publication Date or (ii) may be disclosed as a component of the Reviewed Interim Measurement published upon the instruction of the FINMA on the relevant Extraordinary Publication Date, as applicable. For the avoidance of doubt, the term common equity tier 1 capital as used in this def

Definitions from Intercreditor Agreement

WHEREAS, pursuant to an Indenture dated as of 21 October 2010 (the "2010 Indenture") between, amongst others, CET 21 spol. s r.o. ("CET 21"), the 2010 Notes Trustee, Citibank, N.A., London Branch as Transfer Agent and Paying Agent and Citigroup Global Markets Deutschland AG as Registrar, CET 21 has created and issued the 2010 Notes, subject to the terms and conditions set forth in the 2010 Indenture;

Definitions. Wherever used in this Agreement (including the Preamble), unless stated otherwise or the context otherwise requires, the terms defined in the Preamble have the respective meanings given to them therein and the following terms have the following meanings: "2010 Notes" means the outstanding debt securities issued under the 2010 Indenture. "2010 Notes Creditor" means each holder of the 2010 Notes and/or the 2010 Note Trustee (on its own behalf and as applicable on behalf of the holders of the 2010 Notes). "2010 Notes Debt" means all Liabilities of CET 21 to any 2010 Notes Creditor under or in connection with the 2010 Notes Finance Documents. "2010 Notes Discharge Date" means the date on which the 2010 Notes Trustee is satisfied that all of the 2010 Notes Debt has been irrevocably and unconditionally discharged pursuant to Section 8.5 of the 2010 Indenture. "2010 Notes Finance Documents" means the 2010 Indenture and the 2010 Security Documents. "2010 Notes Trustee" means Citibank, N.A., London Branch as Trustee under the 2010 Indenture. "2010 Security" means the security created pursuant to the 2010 Security Documents. "2010 Security Documents" means the (a) the pledge of shares in CME N.V. granted on 21 October 2010 by the Company in favour of the 2010 Security Trustee; and (b) the pledge of shares in CME B.V. granted on 21 October 2010 by CME N.V. in favour of the 2010 Security Trustee. "2010 Security Trustee" means BNP Paribas Trust Corporation UK Limited as Security Trustee in respect of the 2010 Indenture. "2011 Notes" means the outstanding debt securities issued under the 2011 Indenture. "2011 Notes Creditor" means each holder of the 2011 Notes and/or the 2011 Trustee (acting as trustee and security agent for its own behalf and as applicable on behalf of the holders of the 2011 Notes). "2011 Notes Debt" means all Liabilities of any Obligor to any 2011 Notes Creditor under or in connection with the 2011 Notes Finance Documents. "2011 Notes Discharge Date" means the date on which the 2011 Trustee, as trustee, is satisfied that all of the 2011 Notes Debt has been irrevocably and unconditionally paid and discharged and all rights of the Company to create and issue further 2011 Notes under the 2011 Indenture have been cancelled. "2011 Notes Finance Documents" means the 2011 Indenture and the 2011 Notes Security Documents. "2011 Notes Security" means the "Collateral" as such term is defined in Section 12.01 of the 2011 Indenture. "2011 Notes Security Documents" means the "Share Pledges" as such term is defined in Section 12.01 of the 2011 Indenture, and includes (a) the pledge of shares in CME N.V. granted on 18 February 2011 by the Company in favour of the 2011 Trustee; and (b) the pledge of shares in CME B.V. granted on 18 February 2011 by CME N.V. in favour of the 2011 Trustee. "2011 Trustee" means Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee under the 2011 Indenture and where relevant as Security Agent under the 2011 Indenture. "2014 RCF Creditor" means each Lender, as defined in the 2014 RCF. "2014 RCF Debt" means all Liability of any Obligor to any 2014 RCF Creditor under or in connection with the 2014 RCF Finance Documents. "2014 RCF Discharge Date" means the date on which the 2014 RCF Agent (acting on the instructions of the administrative agent or majority lenders under the 2014 RCF) is satisfied that all of the 2014 RCF Debt has been irrevocably and unconditionally paid and discharged and all rights of the Company to borrow further amounts under the 2014 RCF have been cancelled. "2014 RCF Finance Documents" means the 2014 RCF and the 2014 RCF Security Documents. "2014 RCF Security" means the security created pursuant to the 2014 RCF Security Documents. "2014 RCF Security Documents" means (a) the pledge of shares in CME N.V. granted on 2 May 2014 by the Company in favour of the 2014 RCF Agent; and (b) the pledge of shares in CME B.V. granted on 2 May 2014 by CME N.V. in favour of the 2014 RCF Agent. "2014 Term Loan Creditor" means each Lender, as defined in the 2014 Term Loan. "2014 Term Loan Debt" means all Liability of any Obligor to the 2014 Term Loan Creditor under or in connection with the 2014 Term Loan Finance Documents. "2014 Term Loan Discharge Date" means the date on which the 2014 Term Loan Agent (acting on the instructions of the administrative agent or majority lenders under the 2014 Term Loan) is satisfied that all of the 2014 Term Loan Debt has been irrevocably and unconditionally paid and discharged and all rights of the Company to borrow further amounts under the 2014 Term Loan have been cancelled. "2014 Term Loan Finance Documents" means the 2014 Term Loan and the 2014 Term Loan Security Documents. "2014 Term Loan Security" means the security created pursuant to the 2014 Term Loan Security Documents. "2014 Term Loan Security Documents" means (a) the pledge of shares in CME N.V. granted on 2 May 2014 by the Company in favour of the 2014 Term Loan Age

Definitions from Common Stock Purchase Warrant

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, [_____________] or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date") and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from MetaStat, Inc., a Nevada corporation (the "Company"), up to [________] shares (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(c).

Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain May 2014 Convertible Note and Warrant Purchase Agreement (the "Purchase Agreement"), dated May __, 2014, among the Company and the purchasers signatory thereto.

Definitions from Common Stock Purchase Warrant

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, ____________, or its, his or her assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May __, 2014 (the "Initial Exercise Date") and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Catasys, Inc., a Delaware corporation (the "Company"), up to _________ shares (the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the "Purchase Agreement"), dated May __, 2014, among the Company and the purchasers signatory thereto.

DEFINITIONS

The rights of the holder hereof are subordinate and inferior and subject to the rights of Cardinal Bank (Lender) under a Debt Subordination Agreement among Lender, Gutteridge limited, widepoint global solutions, inc., WidePoint Corporation, and THE subsidiaries of widepoint corporation dated MAY 1, 2014.

DEFINITIONS. "Auditors" means the Company's auditors being PricewaterhouseCoopers; "Business Day" a day other than a Saturday, Sunday or public holiday in Ireland when banks in Dublin are open for business; "Credit Agreement" means the Commercial Loan Agreements, dated as of December 30, 2011 (as amended, modified, supplemented, extended, restated, refinanced, replaced or refunded from time to time), by and among the Promisor, WidePoint Corporation, certain subsidiaries of WidePoint Corporation and the various lenders from time to time party thereto, including but not limited to Cardinal Bank, and any renewal, extension, restatement, refinancing or refunding thereof. "Company" means Soft-ex Communications Limited and its subsidiaries (as subsidiary is defined in Section 155 of the Companies Act, 1963); "Completion" means completion of the purchase of the shares in the Company by the Promisor pursuant to the Share Sale and Purchase Agreement; "Debt Subordination means the Debt Subordination Agreement dated Agreement" 1 May 2014 by and among the Promisor, certain subsidiaries of WidePoint Corporation, the Holder and the various lenders from time to time party to the Credit Agreement, including but not limited to Cardinal Bank, and any renewal, extension, restatement, refinancing or refunding thereof;