Mendota Heights Uses in Definitions Clause

Definitions from Underwriting Agreement

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

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

Definitions

Definitions. For the purposes hereof, the following terms shall have the following meanings: 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. Alternate Consideration shall have the meaning set forth in Section 7(e). Beneficial Ownership Limitation shall have the meaning set forth in Section 6(d). Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Buy-In shall have the meaning set forth in Section 6(c)(iv). Commission means the United States Securities and Exchange Commission. Common Stock means the Corporations common stock, par value $0.01 per share, and stock of any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Corporation or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Conversion Amount means the sum of the Stated Value at issue. Conversion Date shall have the meaning set forth in Section 6(a). Conversion Price shall have the meaning set forth in Section 6(b). Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof. Equity Conditions means, during the period in question, (a) the Corporation shall have duly honored all conversions scheduled to occur or occurring by virtue of one or more Notices of Conversion of the applicable Holder on or prior to the dates so requested or required, if any, (b) the Corporation shall have paid all liquidated damages and other amounts owing to the applicable Holder in respect of the Preferred Stock, (c)(i) there is an effective registration statement pursuant to which the Corporation may issue Conversion Shares or (ii) all of the Conversion Shares may be issued to the Holder pursuant to Section 3(a)(9) of the Securities Act and immediately resold without restriction, (d) the Common Stock is trading on a Trading Market and all of the Conversion Shares are listed or quoted for trading on such Trading Market (and the Corporation believes, in good faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized, but unissued and otherwise unreserved, shares of Common Stock for the issuance of all of the shares then issuable pursuant to the Preferred Stock then outstanding, (f) the issuance of the shares in question to the applicable Holder would not violate the limitations set forth in Section 6(d) herein, (g) there has been no public announcement of a pending or proposed Fundamental Transaction that has not been consummated and (h) the applicable Holder is not in possession of any information provided by the Corporation, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Fundamental Transaction shall have the meaning set forth in Section 7(e). GAAP means United States generally accepted accounting principles. Holder shall have the meaning given such term in Section 2. Liquidation shall have the meaning set forth in Section 5. New York Courts shall have the meaning set forth in Section 8(d). Notice of Conversion shall have the meaning set forth in Section 6(a). Original Issue Date means the date of the first issuance of any shares of the Preferred Stock regardless of the number of transfers of any particular shares of Preferred Stock and regardless of the number of certificates which may be issued to evidence such Preferred Stock. 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. Preferred Stock shall have the meaning set forth in Section 2. Representative means Ladenburg Thalmann & Co. Inc. Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Share Delivery Date shall have the meaning set forth in Section 6(c). Stated Value shall have the meaning set forth in Section 2, as the same may be increased pursuant to Section 3. Su

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 , 2017 (the Initial Exercise Date) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the Termination Date) but not thereafter, to subscribe for and purchase from EnteroMedics Inc., a Delaware 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(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (DTC) shall initially be the sole registered holder of this Warrant

Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1: 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 under the Securities Act. Board of Directors means the board of directors of the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.01 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 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. Registration Statement means the Companys registration statement on Form S-1 (File No. 333-213704). Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Trading Day means either (i) a day on which the principal Trading Market is open for business, or (ii) if the Common Stock is not then listed or quoted for trading on a Trading Market, Trading Day shall mean a Business Day. Trading Market means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE Mkt, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTCQB (or any successors to any of the foregoing). Transfer Agent means Wells Fargo Shareowner Services, the current transfer agent of the Company, with a mailing address of 1110 Centre Pointe Curve, Suite 101, Mendota Heights, Minnesota 55120 and a facsimile number of 651-450-4078, and any successor transfer agent of the Company. Warrant Agency Agreement means that certain warrant agency agreement, dated on or about the Initial Exercise Date, between the Company and the Warrant Agent. Warrant Agent means the Transfer Agent and any successor warrant agent of the Company. Warrants means this Warrant and other Common Stock Purchase Warrants issued by the Company pursuant to the Registration Statement.

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of September 27, 2016, between Apricus Biosciences, Inc., a Nevada corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively the Purchasers).

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1: Acquiring Person shall have the meaning ascribed to such term in Section 4.5. Action shall have the meaning ascribed to such term in Section 3.1(j). 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 under the Securities Act. Board of Directors means the board of directors of the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1. Closing Date means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount and (ii) the Companys obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the first Trading Day following the date hereof. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Company Nevada Counsel means Brownstein Hyatt Farber Schreck, LLP, with offices located at 100 North City Parkway, Suite 1600, Las Vegas, NV 89106. Company Securities Counsel means Latham & Watkins LLP, with offices located at 12670 High Bluff Drive, San Diego, CA 92130. Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith. EGS means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302. Evaluation Date shall have the meaning ascribed to such term in Section 3.1(s). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. FCPA means the Foreign Corrupt Practices Act of 1977, as amended. FDA shall have the meaning ascribed to such term in Section 3.1(hh). FDCA shall have the meaning ascribed to such term in Section 3.1(hh). GAAP shall have the meaning ascribed to such term in Section 3.1(h). Indebtedness shall have the meaning ascribed to such term in Section 3.1(aa). Intellectual Property Rights shall have the meaning ascribed to such term in Section 3.1(p). Legend Removal Date shall have the meaning ascribed to such term in Section 4.1(c). Liens means a lien, charge, pledge, security interest, encumbrance, right

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of January , 2016, between Onconova Therapeutics, Inc., a Delaware corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively the Purchasers).

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1: Acquiring Person shall have the meaning ascribed to such term in Section 4.5. Action shall have the meaning ascribed to such term in Section 3.1(j). 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 under the Securities Act. Board of Directors means the board of directors of the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1. Closing Date means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount and (ii) the Companys obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the third Trading Day following the date hereof. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.01 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Company Counsel means Pepper Hamilton LLP, with offices located at 400 Berwyn Park, 899 Cassatt Road, Berwyn, Pennsylvania, 19312. EGS means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302. Escrow Agent means Signature Bank, a New York State chartered bank, with offices at 261 Madison Avenue, New York, New York 10016. Escrow Agreement means the escrow agreement which may be entered into prior to the Closing Date, by and among the Company, the Escrow Agent and the Placement Agent pursuant to which the Purchasers shall deposit Subscription Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder. Evaluation Date shall have the meaning ascribed to such term in Section 3.1(s). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. FCPA means the Foreign Corrupt Practices Act of 1977, as amended. FDA shall have the meaning ascribed to such term in Section 3.1(hh). FDCA shall have the meaning ascribed to such term in Section 3.1(hh). GAAP shall have the meaning ascribed to such term in Section 3.1(h). Indebtedness shall have the meaning ascribed to such term in Section 3.1(aa). Intellectual Property Rights shall have the meaning

Definitions from Deposit Agreement

THIS DEPOSIT AGREEMENT dated as of September 15, 2015 among (i) STERICYCLE, INC., a Delaware corporation (the Corporation), (ii) WELLS FARGO BANK, N.A., a national banking association (Wells Fargo), as Depositary (as hereinafter defined), and (iii) the Record Holders from time to time of the Receipts described in this Agreement.

Definitions. The following definitions shall for all purposes, unless otherwise indicated, apply to the respective terms (in the singular and plural forms of such terms) used in this Agreement: Accumulated Dividend Amount shall have the meaning set forth in the Certificate of Designations. Acquisition Termination Share Price shall have the meaning set forth in the Certificate of Designations. Agreement shall mean this agreement as originally executed or, if amended or supplemented as provided herein, as so amended or supplemented. Average VWAP shall have the meaning set forth in the Certificate of Designations. Certificate of Designations shall mean the Certificate of Designations establishing the Mandatory Convertible Preferred Stock as a series of preferred stock of the Corporation. Certificate of Incorporation shall mean the Corporations Amended and Restated Certificate of Incorporation, as amended. Closing Sale Price of any security on any date shall mean the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) of such security on that date as reported in composite transactions for the principal U.S. national or regional securities exchange on which such security is traded. If such security is not listed for trading on a U.S. national or regional securities exchange on the relevant date, the Closing Sale Price shall be the last quoted bid price for such security in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If such security is not so quoted, the Closing Sale Price shall be the average of the mid-point of the last bid and ask prices for such security on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Corporation for this purpose. Common Stock shall mean the common stock, par value $0.01 per share, of the Corporation, subject to Section 13(e) of the Certificate of Designations. Conversion Date shall have the meaning set forth in the Certificate of Designations. Conversion Number shall have the meaning set forth in Section 2.11. Corporation shall have the meaning set forth in the Preamble of this Agreement and shall include its successors and assigns. Depositary shall mean Wells Fargo, subject to the provisions of Section 5.04, and shall include its successors and assigns. Depositary Shares shall mean the depositary shares, each representing a 1/10th fractional interest in a share of the Mandatory Convertible Preferred Stock and evidenced by a Receipt. Depositarys Agent shall mean an agent appointed by the Depositary pursuant to Section 5.01. Depositarys Office shall mean the principal office of the Depositary in Mendota Heights, Minnesota, at which at any particular time its depositary receipt business shall be administered. DTC shall have the meaning set forth in Section 2.03. DTC Receipt shall have the meaning set forth in Section 2.03. Early Conversion Additional Conversion Amount shall have the meaning set forth in the Certificate of Designations. Exchange Property shall have the meaning set forth in the Certificate of Designations. Fundamental Change Dividend Make-whole Amount shall have the meaning set forth in the Certificate of Designations. Mandatory Convertible Preferred Stock shall mean the shares of a series of the Corporations preferred stock designated as its 5.25% Series A Mandatory Convertible Preferred Stock, par value $0.01 per share, having the rights and preferences, including conversion, dividend, liquidation and voting rights, as set forth in the Certificate of Designations. NASDAQ shall have the meaning set forth in Section 2.03. Person means any individual, partnership, firm, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature. Physical Receipt shall have the meaning set forth in Section 2.03. Receipt shall mean one of the depositary receipts issued hereunder, substantially in the form set forth as Exhibit A hereto, whether in the form of DTC Receipts or Physical Receipts. Record Holder as applied to a Receipt shall mean the person in whose name that Receipt is registered on the books of the Depositary maintained for such purpose. Registrar shall mean Wells Fargo or such other successor bank or trust company that shall be appointed by the Corporation to register ownership and transfers of Receipts and the Mandatory Convertible Preferred Stock as herein provided, and, if a successor Registrar shall be so appointed, references herein to the books of or maintained by the Depositary shall be deemed, as applicable, to refer as well to the register maintained by such successor Registrar for such purpose. Remaining Fractional Share shall have the meaning set forth in Section 4.02.

Definitions from Deposit Agreement

THIS DEPOSIT AGREEMENT, dated June 12, 2014 (this Agreement), among The Allstate Corporation, a Delaware corporation (the Corporation), Wells Fargo Bank, N.A., as depositary (the Depositary), and the Holders from time to time of the Receipts (as defined below).

Definitions. The following definitions shall for all purposes, unless otherwise indicated, apply to the respective terms used in this Agreement: Agreement shall mean this Deposit Agreement, as amended or supplemented from time to time in accordance with the terms hereof. Certificate of Designations shall mean the relevant Certificate of Designations filed with the Secretary of State of the State of Delaware establishing the Preferred Stock as a series of preferred stock of the Corporation. Corporation shall mean The Allstate Corporation, a Delaware corporation. Depositary shall mean Wells Fargo Bank, N.A. and any successor as Depositary hereunder. Depositary Shares shall mean the depositary shares, each representing a 1/1,000th interest in one share of the Preferred Stock, evidenced by a Receipt. Depositarys Agent shall mean an agent appointed by the Depositary pursuant to Section 7.5. Depositarys Office shall mean the principal office of the Depositary at which at any particular time its depositary receipt business shall be administered, which is currently located at 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120.

Definitions from Deposit Agreement

THIS DEPOSIT AGREEMENT, dated March 3, 2014 (this Agreement), among The Allstate Corporation, a Delaware corporation (the Corporation), Wells Fargo Bank, N.A., as depositary (the Depositary), and the Holders from time to time of the Receipts (as defined below).

Definitions. The following definitions shall for all purposes, unless otherwise indicated, apply to the respective terms used in this Agreement: Agreement shall mean this Deposit Agreement, as amended or supplemented from time to time in accordance with the terms hereof. Certificate of Designations shall mean the relevant Certificate of Designations filed with the Secretary of State of the State of Delaware establishing the Preferred Stock as a series of preferred stock of the Corporation. Corporation shall mean The Allstate Corporation, a Delaware corporation. Depositary shall mean Wells Fargo Bank, N.A. and any successor as Depositary hereunder. Depositary Shares shall mean the depositary shares, each representing a 1/1000th interest in one share of the Preferred Stock, evidenced by a Receipt. Depositarys Agent shall mean an agent appointed by the Depositary pursuant to Section 7.5. Depositarys Office shall mean the principal office of the Depositary at which at any particular time its depositary receipt business shall be administered, which is currently located at 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120.

Definitions from Deposit Agreement

THIS DEPOSIT AGREEMENT, dated December 16, 2013 (this Agreement), among The Allstate Corporation, a Delaware corporation (the Corporation), Wells Fargo Bank, N.A., as depositary (the Depositary), and the Holders from time to time of the Receipts (as defined below).

Definitions. The following definitions shall for all purposes, unless otherwise indicated, apply to the respective terms used in this Agreement: Agreement shall mean this Deposit Agreement, as amended or supplemented from time to time in accordance with the terms hereof. Certificate of Designations shall mean the relevant Certificate of Designations filed with the Secretary of State of the State of Delaware establishing the Preferred Stock as a series of preferred stock of the Corporation. Corporation shall mean The Allstate Corporation, a Delaware corporation. Depositary shall mean Wells Fargo Bank, N.A. and any successor as Depositary hereunder. Depositary Shares shall mean the depositary shares, each representing a 1/1,000th interest in one share of the Preferred Stock, evidenced by a Receipt. Depositarys Agent shall mean an agent appointed by the Depositary pursuant to Section 7.5. Depositarys Office shall mean the principal office of the Depositary at which at any particular time its depositary receipt business shall be administered, which is currently located at 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120.

Definitions from Deposit Agreement

THIS DEPOSIT AGREEMENT, dated September 30, 2013 (this Agreement), among The Allstate Corporation, a Delaware corporation (the Corporation), Wells Fargo Bank, N.A., as depositary (the Depositary), and the Holders from time to time of the Receipts (as defined below).

Definitions. The following definitions shall for all purposes, unless otherwise indicated, apply to the respective terms used in this Agreement: Agreement shall mean this Deposit Agreement, as amended or supplemented from time to time in accordance with the terms hereof. Certificate of Designations shall mean the relevant Certificate of Designations filed with the Secretary of State of the State of Delaware establishing the Preferred Stock as a series of preferred stock of the Corporation. Corporation shall mean The Allstate Corporation, a Delaware corporation. Depositary shall mean Wells Fargo Bank, N.A. and any successor as Depositary hereunder. Depositary Shares shall mean the depositary shares, each representing a 1/1000th interest in one share of the Preferred Stock, evidenced by a Receipt. Depositarys Agent shall mean an agent appointed by the Depositary pursuant to Section 7.5. Depositarys Office shall mean the principal office of the Depositary at which at any particular time its depositary receipt business shall be administered, which is currently located at 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120.