Nasdaq Global Market Uses in Certain Definitions Clause

Certain Definitions

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER SUCH ACT AND QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE MAKER THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED.

Certain Definitions. 10.1 "Business Day" means any day that is not a Saturday, Sunday, federal holiday or bank holiday in any jurisdiction in which the Maker holds a substantial portion of its assets. 10.2 "Change of Control" means any liquidation, dissolution, or winding up of the Maker, either voluntary or involuntary, and shall be deemed to be occasioned by, or to include, (i) the acquisition of the Maker by another entity by means of any transaction or series of related transactions (including, without limitation, any stock acquisition, reorganization, merger or consolidation) unless the Maker's shareholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Maker's acquisition or sale or otherwise) hold at least a majority of the voting power of the surviving or acquiring entity or its direct or indirect parent entity (except that any bona fide equity or debt financing transaction for capital raising purposes shall not be deemed a Change of Control for this purpose) and (ii) a sale, exclusive license or other disposition of all or substantially all of the assets of the Maker, including a sale, exclusive license or other disposition of all or substantially all of the assets of one or more of the Maker's subsidiaries, if such assets constitute substantially all of the assets of the Maker and such subsidiaries taken as a whole. 10.3 "Conversion Price" means either the Principal Conversion Price or Interest Conversion Price, as applicable. 10.4 "Trading Day" means a day on which any of the following markets or exchanges on which the Common Stock is listed or quoted is open for trading: the New York Stock Exchange, the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the OTCQB marketplace or the OTCQX marketplace (or any successors to any of the foregoing).

Certain Definitions from Warrant

WARRANT AGREEMENT dated as of June 28, 2016 (this Agreement), between CIM Commercial Trust Corporation, a Maryland corporation (the Company), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the Warrant Agent).

Certain Definitions. For purposes of this Agreement, the following terms have the meanings indicated: Affiliate has the meaning ascribed to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the Exchange Act). Applicable NAV means, with respect to a Warrant, the fair market net asset value of the Company per share of Common Stock as most recently published by the Company at the time of the issuance of the applicable Warrant. The Companys determination of the Applicable NAV is final and binding. Board of Directors means the Board of Directors of the Company. Business Day means any day other than a Saturday, Sunday or a day on which the New York Stock Exchange is authorized or obligated by law or executive order to close. Close of Business on any given date means 5:00 p.m., New York City time, on such date; provided, however, that if such date is not a Business Day, it means 5:00 p.m., New York City time, on the next succeeding Business Day. Exercise Price, for any particular Warrant, means the Initial Exercise Price, as adjusted from time to time pursuant to Section 7. Holder means a registered holder of a Warrant. Initial Exercise Price, for any particular Warrant, means 115% of the Applicable NAV. Minimum Warrant Exercise Number means 50 shares of Common Stock. NASDAQ means the Nasdaq Global Market. Person means an individual, corporation, association, partnership, limited liability company, joint venture, trust, unincorporated organization, government or political subdivision thereof or governmental agency or other entity. Trading Day shall mean, (i) if the Common Stock is listed or admitted to trading on NASDAQ, a day on which NASDAQ is open for the transaction of business, (ii) if the Common Stock is not listed or admitted to trading on NASDAQ but is listed or admitted to trading on another national securities exchange or automated quotation system, a day on which such national securities exchange or automated quotation system, as the case may be, on which the Common Stock is listed or admitted to trading is open for the transaction of business, or (iii) if the Common Stock is not listed or admitted to trading on any national securities exchange or automated quotation system, any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. VWAP shall mean, for any Trading Day, the volume-weighted average price, calculated by dividing the aggregate value of Common Stock traded on NASDAQ during regular hours (price per share multiplied by number of shares traded) by the total volume (number of shares) of Common Stock traded on NASDAQ (or such other national securities exchange or automated quotation system on which the Common Stock is listed) for such Trading Day, or if such volume-weighted average price is unavailable, the market value of one share of Common Stock on such Trading Day as determined by the Board of Directors in a commercially reasonable manner, using a volume-weighted average price method. Warrant Shares means shares of Common Stock issuable upon exercise of Warrants. Initially, the number of shares of Common Stock with respect to which a Warrant may be exercised is 0.25 of a share, subject to adjustment pursuant to Section 7.

Certain Definitions

Connecture, Inc., a corporation organized and existing under the laws of the State of Delaware (the Corporation), hereby certifies that, pursuant to authority vested in the Board of Directors of the Corporation by Article IV of the Sixth Amended and Restated Certificate of Incorporation of the Corporation (the Certificate of Incorporation), the following resolutions were adopted on March 11, 2016 by the Board of Directors of the Corporation (the Board) pursuant to Section 151 of the Delaware General Corporation Law:

Certain Definitions. As used in this Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of Connecture, Inc. (the Certification of Designations), the following terms shall have the respective meanings set forth below: Affiliate, as applied to any Person, means any other Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, such Person; provided that the following Persons shall not be deemed to be Affiliates of a Holder or any of its Affiliates: (a) the Corporation and its subsidiaries and (b) any portfolio company in which such Holder or any of its Affiliates has an investment (whether debt or equity) or any of such portfolio companies controlled Affiliates, so long as, in the case of this clause (b), such Person shall not have been acting on behalf of or at the direction of such Holder or any of its Affiliates or received any confidential information about the Corporation or its subsidiaries from or on behalf of such Holder (it being acknowledged and agreed that an employee of such Holder or its Affiliates that is a director or officer of such portfolio company or its controlled Affiliates shall not be deemed to have received such confidential information solely by reason of such individual serving on the board or similar governing body of such portfolio company). For the purposes of this definition, control, when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Approved Stock Plan means any employee benefit plan, equity incentive plan or other issuance, employment agreement or option grant or similar agreement which has been approved by the Board, pursuant to which the Corporations securities may be issued to any employee, consultant, officer or director for services provided to the Corporation. For the avoidance of doubt, Approved Stock Plan shall include all shares reserved for issuance pursuant to such Approved Stock Plan, and any increases to such share reserve that occur automatically or by shareholder approval on or after the Closing Date. Bloomberg means Bloomberg Financial Markets and its successors. Board means the board of directors of the Corporation. Business Day means any day except a Saturday, a Sunday or other day on which the U.S. Securities and Exchange Commission or banking institutions in New York, New York are authorized or required by law, regulation or executive order to be closed. Closing Date means the date of the closing of the purchase and sale of the Preferred Stock pursuant to Section 2.02 of the Investment Agreement. Closing Price of the Common Stock on any date of determination means the closing sale price or, if no closing sale price is reported, the last reported sale price, of shares of Common Stock on the NASDAQ Global Market on such date. If the Common Stock is not traded on the NASDAQ Global Market on any date of determination, the Closing Price of the Common Stock on such date of determination means the closing sale price as reported in the composite transactions for the principal United States securities exchange or automated quotation system on which the Common Stock is so listed or quoted, or, if no closing sale price is reported, the last reported sale price on the principal United States securities exchange or automated quotation system on which the Common Stock is so listed or quoted, or if the Common Stock is not so listed or quoted on a United States securities exchange or automated quotation system, the last quoted bid price for the Common Stock in the over-the-counter market as reported by OTC Market Group, Inc. or any similar organization, or, if that bid price is not available, the market price of the Common Stock on that date as determined by an Independent Financial Advisor retained by the Corporation for such purpose. Common Stock means the common stock, par value $0.001 per share, of the Corporation, including the stock into which the Preferred Stock is convertible, and any securities into which the Common Stock may be reclassified. Common Stock Equivalents means any securities of the Corporation or its 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 Price means $4.50, subject to adjustment as provided herein. Conversion Rate means, as of any date, the rate determined by dividing the Stated Value by the Conversion Price in effect on such date. Conversion Shares means the shares of Common Stock into which the Preferred Stock is convertible. Conv

Certain Definitions

Connecture, Inc., a corporation organized and existing under the laws of the State of Delaware (the Corporation), hereby certifies that, pursuant to authority vested in the Board of Directors of the Corporation by Article IV of the Sixth Amended and Restated Certificate of Incorporation of the Corporation (the Certificate of Incorporation), the following resolutions were adopted on March 11, 2016 by the Board of Directors of the Corporation (the Board) pursuant to Section 151 of the Delaware General Corporation Law:

Certain Definitions. As used in this Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of Connecture, Inc. (the Certification of Designations), the following terms shall have the respective meanings set forth below: Affiliate, as applied to any Person, means any other Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, such Person; provided that the following Persons shall not be deemed to be Affiliates of a Holder or any of its Affiliates: (a) the Corporation and its subsidiaries and (b) any portfolio company in which such Holder or any of its Affiliates has an investment (whether debt or equity) or any of such portfolio companies controlled Affiliates, so long as, in the case of this clause (b), such Person shall not have been acting on behalf of or at the direction of such Holder or any of its Affiliates or received any confidential information about the Corporation or its subsidiaries from or on behalf of such Holder (it being acknowledged and agreed that an employee of such Holder or its Affiliates that is a director or officer of such portfolio company or its controlled Affiliates shall not be deemed to have received such confidential information solely by reason of such individual serving on the board or similar governing body of such portfolio company). For the purposes of this definition, control, when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Approved Stock Plan means any employee benefit plan, equity incentive plan or other issuance, employment agreement or option grant or similar agreement which has been approved by the Board, pursuant to which the Corporations securities may be issued to any employee, consultant, officer or director for services provided to the Corporation. For the avoidance of doubt, Approved Stock Plan shall include all shares reserved for issuance pursuant to such Approved Stock Plan, and any increases to such share reserve that occur automatically or by shareholder approval on or after the Closing Date. Bloomberg means Bloomberg Financial Markets and its successors. Board means the board of directors of the Corporation. Business Day means any day except a Saturday, a Sunday or other day on which the U.S. Securities and Exchange Commission or banking institutions in New York, New York are authorized or required by law, regulation or executive order to be closed. Closing Date means the date of the closing of the purchase and sale of the Preferred Stock pursuant to Section 2.02 of the Investment Agreement. Closing Price of the Common Stock on any date of determination means the closing sale price or, if no closing sale price is reported, the last reported sale price, of shares of Common Stock on the NASDAQ Global Market on such date. If the Common Stock is not traded on the NASDAQ Global Market on any date of determination, the Closing Price of the Common Stock on such date of determination means the closing sale price as reported in the composite transactions for the principal United States securities exchange or automated quotation system on which the Common Stock is so listed or quoted, or, if no closing sale price is reported, the last reported sale price on the principal United States securities exchange or automated quotation system on which the Common Stock is so listed or quoted, or if the Common Stock is not so listed or quoted on a United States securities exchange or automated quotation system, the last quoted bid price for the Common Stock in the over-the-counter market as reported by OTC Market Group, Inc. or any similar organization, or, if that bid price is not available, the market price of the Common Stock on that date as determined by an Independent Financial Advisor retained by the Corporation for such purpose. Common Stock means the common stock, par value $0.001 per share, of the Corporation, including the stock into which the Preferred Stock is convertible, and any securities into which the Common Stock may be reclassified. Common Stock Equivalents means any securities of the Corporation or its 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 Price means $4.50, subject to adjustment as provided herein. Conversion Rate means, as of any date, the rate determined by dividing the Stated Value by the Conversion Price in effect on such date. Conversion Shares means the shares of Common Stock into which the Preferred Stock is convertible. Conv

Certain Definitions from Note Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of October 28, 2015, among Authentidate Holding Corp., a Delaware corporation (the Company), and each of the purchasers identified on the signature pages hereto (each, a Purchaser and collectively, the Purchasers).

Certain Definitions. In addition to the other terms specifically defined elsewhere in this Agreement, the following capitalized terms shall have the following respective meanings when used herein: Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control, when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Board of Directors means the board of directors of the Company or any authorized committee of the board of directors. Business Day means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which the banking institutions in the City of New York, New York are authorized or obligated by law or executive order to close or be closed. Capital Stock of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interest in (however designated) equity of such Person, but excluding any debt securities convertible into such equity. Closing means the closing of the purchase and sale of the Notes and Warrants pursuant to Section 2.1. Closing Date means with respect to the Closing, the Trading Day on which all of the Transaction Agreements have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Purchase Price for the Notes and Warrants to be purchased at the Closing and (ii) the Companys obligations to deliver such Notes and Warrants at the Closing, in each case, have been satisfied or waived. Commission means the United States Securities and Exchange Commission. Common Stock shall mean the common stock of Authentidate Holding Corp., par value $0.001 per share. Common Stock Equivalents means any securities of the Company which 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. GAAP means generally accepted accounting principles in the United States as in effect from time to time. Indebtedness means, without duplication, with respect to any Person (the subject Person), all liabilities, obligations and indebtedness of the subject Person to any other Person, of any kind or nature, now or hereafter owing, arising, due or payable, howsoever evidenced, created, incurred, acquired or owing, whether primary, secondary, direct, contingent, fixed or otherwise, consisting of indebtedness for borrowed money or the deferred purchase price of property, excluding purchases of property, product, merchandise and services in the ordinary course of business, but including (a) all obligations and liabilities under guarantees; (b) the present value of lease payments due under synthetic leases; and (c) all obligations and liabilities under any asset securitization or sale/leaseback transaction; provided, further, however, that in no event shall the term Indebtedness include the capital stock surplus, retained earnings, minority interests in the common stock of Subsidiaries, lease obligations (other than pursuant to (b) above), reserves for deferred income taxes and investment credits, other deferred credits or reserves. Liens means any lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction, other than restrictions imposed by securities laws. Majority in Interest shall mean the holders of fifty-one percent (51%) or more of the outstanding principal amount of all then outstanding Notes at the time of such determination. Notes means the promissory notes due, subject to the terms therein, one year from their date of issuance, issued by the Company to the Purchasers hereunder, in the form of Exhibit A attached hereto. Person shall mean and include an individual, a partnership, a corporation (including a business or other trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority. Purchase Price means the aggregate amount to be paid for the Notes and Warrants purchased hereunder as specified beneath each Purchasers name on the signature page of this Agreement and next to the heading Purchase Price, in United States dollars and in immediately available funds. Required Approvals means (i) filings expressly required pursuant to this Agreement, (ii) if required, application(

Certain Definitions

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER SUCH ACT AND QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE MAKER THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED.

Certain Definitions. 10.1 "Business Day" means any day that is not a Saturday, Sunday, federal holiday or bank holiday in any jurisdiction in which the Maker holds a substantial portion of its assets. 10.2 "Change of Control" means any liquidation, dissolution, or winding up of the Maker, either voluntary or involuntary, and shall be deemed to be occasioned by, or to include, (i) the acquisition of the Maker by another entity by means of any transaction or series of related transactions (including, without limitation, any stock acquisition, reorganization, merger or consolidation) unless the Maker's shareholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Maker's acquisition or sale or otherwise) hold at least a majority of the voting power of the surviving or acquiring entity or its direct or indirect parent entity (except that any bona fide equity or debt financing transaction for capital raising purposes shall not be deemed a Change of Control for this purpose) and (ii) a sale, exclusive license or other disposition of all or substantially all of the assets of the Maker, including a sale, exclusive license or other disposition of all or substantially all of the assets of one or more of the Maker's subsidiaries, if such assets constitute substantially all of the assets of the Maker and such subsidiaries taken as a whole. 10.3 "Conversion Price" means either the Principal Conversion Price or Interest Conversion Price, as applicable. 10.4 "Trading Day" means a day on which any of the following markets or exchanges on which the Common Stock is listed or quoted is open for trading: the New York Stock Exchange, the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the OTCQB marketplace or the OTCQX marketplace (or any successors to any of the foregoing).

Certain Definitions from Equity Incentive Plan

Certain Definitions. Agreement shall mean an electronic or written agreement evidencing an award hereunder between the Company and the recipient of such award. Board shall mean the Board of Directors of the Company. Bonus Shares shall mean Shares which are not subject to a Restriction Period or Performance Measures. Bonus Share Award shall mean an award of Bonus Shares under this Plan. Change in Control shall have the meaning set forth in Section 5.8(b). Code shall mean the Internal Revenue Code of 1986, as amended. Committee shall mean the Committee designated by the Board, or a subcommittee thereof, consisting of two or more members of the Board, each of whom is intended to be (i) a Non-Employee Director within the meaning of Rule 16b-3 under the Exchange Act, (ii) an outside director within the meaning of Section 162(m) of the Code and (iii) independent within the meaning of the rules of the Nasdaq Global Market or any other stock exchange on which Shares are then traded. Company shall mean CytomX Therapeutics, Inc., a Delaware corporation, or any successor thereto. Exchange Act shall mean the Securities Exchange Act of 1934, as amended. Fair Market Value shall mean the closing transaction price of a Share as reported on the Nasdaq Global Market on the date as of which such value is being determined or, if Shares are not listed on the Nasdaq Global Market, the closing transaction price of a Share on the principal national stock exchange on which Shares are traded on the date as of which such value is being determined or, if there shall be no reported transactions for such date, on the next preceding date for which transactions were reported; provided, however, that if Shares are not listed on a national stock exchange or if Fair Market Value for any date cannot be so determined, Fair Market Value shall be determined by the Committee by whatever means or method as the Committee, in the good faith exercise of its discretion, shall at such time deem appropriate and in compliance with Section 409A of the Code. Free-Standing SAR shall mean an SAR which is not granted in tandem with, or by reference to, an option, which entitles the holder thereof to receive, upon exercise, Shares (which may be Restricted Shares) or, to the extent provided in the applicable Agreement, cash or a combination thereof, with an aggregate value equal to the excess of the Fair Market Value of one Share on the date of exercise over the base price of such SAR, multiplied by the number of such SARs which are exercised. Incentive Stock Option shall mean an option to purchase Shares that meets the requirements of Section 422 of the Code, or any successor provision, which is intended by the Committee to constitute an Incentive Stock Option. Incumbent Director shall have the meaning set forth in Section 5.8(b)(iii). Initial Public Offering shall mean the initial public offering of the Company registered on Form S-1 (or any successor form under the Securities Act of 1933, as amended). Non-Employee Director shall mean any director of the Company who is not an officer or employee of the Company or any Subsidiary. Nonqualified Option shall mean an option to purchase Shares which is not an Incentive Stock Option. Performance Measures shall mean the criteria and objectives, established by the Committee, which shall be satisfied or met (i) as a condition to the grant or exercisability of all or a portion of an option or SAR or (ii) during the applicable Restriction Period or Performance Period as a condition to the vesting of the holders interest, in the case of a Restricted Share Award, of the Shares subject to such award, or, in the case of a Restricted Share Unit Award or Performance Unit Award, to the holders receipt of the Shares subject to such award or of payment with respect to such award. To the extent necessary for an award to be qualified performance-based compensation under Section 162(m) of the Code and the regulations thereunder, such criteria and objectives shall be one or more of the following corporate-wide or subsidiary, division, operating unit or individual measures: the attainment by a Share of a specified Fair Market Value for a specified period of time; earnings per share; return to stockholders (including dividends); return on assets; return on equity; earnings of the Company before or after taxes and/or interest; revenues; expenses; market share; cash flow or cost reduction goals; interest expense; return on investment; return on investment capital; return on operating costs; economic value created; operating margin; gross margin; the achievement of annual operating profit plans; net income; earnings before interest, depreciation and/or amortization; operating earnings after interest expense and before incentives, and/or extraordinary or special items; operating earnings; net cash provided by operations; and strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expa

Certain Definitions from Agreement and Plan of Reorganization

AGREEMENT AND PLAN OF REORGANIZATION, dated as of September 30, 2015 between Pacific Premier Bancorp, Inc. (PPBI) and Security California Bancorp (SCB).

Certain Definitions. The following terms are used in this Agreement with the meanings set forth below: Acquisition Proposal has the meaning set forth in Section 6.07. Affiliate means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such first Person. Agreement means this Agreement and Plan of Reorganization, as amended or modified from time to time in accordance with Section 9.02. Bank Merger has the meaning set forth in Section 2.03. Bank Merger Agreement means the Bank Merger Agreement by and between Pacific Premier and Security Bank, the form of which is attached hereto as Annex C, as amended or modified from time to time in accordance with its provisions. Bank Secrecy Act means the Bank Secrecy Act of 1970, as amended. Benefit Plans has the meaning set forth in Section 5.03(m)(i). Business Day means Monday through Friday of each week, except a legal holiday recognized as such by the U. S. Government or any day on which banking institutions in the State of California are authorized or obligated to close. Certificate means any certificate which immediately prior to the Effective Time represented shares of SCB Common Stock. Certificate of Merger has the meaning set forth in Section 2.02(a). CFC means the California Financial Code. CGCL means the California General Corporation Law. Change in Recommendation has the meaning set forth in Section 6.02(a). Closing and Closing Date have the meanings set forth in Section 2.02(b). Code has the meaning set forth in the preamble to this Agreement. Community Reinvestment Act means the Community Reinvestment Act of 1977, as amended. Confidentiality Agreement has the meaning set forth in Section 6.06(c). Control Transaction has the meaning set forth in Section 8.02(b)(ii). DBO means the California Department of Business Oversight Division of Financial Institutions. Deal Expenses means SCBs professional fees, change-in-control payments and any contractual termination costs incurred in connection with the Transaction, other than the FIS Expense. Deal Expense Cap means $5.0 million. Derivatives Contract has the meaning set forth in Section 5.03(q)(ii). DGCL means the Delaware General Corporation Law. Disclosure Schedule has the meaning set forth in Section 5.01. Dissenting Shares has the meaning set forth in Section 3.05. DOL has the meaning set forth in Section 5.03(m)(i). Effective Date has the meaning set forth in Section 2.02(a). Effective Time has the meaning set forth in Section 2.02(a). Employees has the meaning set forth in Section 5.03(m)(i). Environmental Laws has the meaning set forth in Section 5.03(o). Equal Credit Opportunity Act means the Equal Credit Opportunity Act, as amended. Equity Investment means (a) an Equity Security; and (b) an ownership interest in any company or other entity, any membership interest that includes a voting right in any company or other entity, any interest in real estate; and any investment or transaction which in substance falls into any of these categories even though it may be structured as some other form of investment or transaction. Equity Security means any stock, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, or voting-trust certificate; any security convertible into such a security; any security carrying any warrant or right to subscribe to or purchase any such security; and any certificate of interest or participation in, temporary or interim certificate for, or receipt for any of the foregoing. ERISA means the Employee Retirement Income Security Act of 1974, as amended, and the regulations and formal guidance issued thereunder. ERISA Affiliate has the meaning set forth in Section 5.03(m)(iii). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. Exchange Agent has the meaning set forth in Section 3.03(a). Exchange Ratio has the meaning set forth in Section 3.01(b). Excess Expenses has the meaning set forth in Section 9.05. Fair Housing Act means the Fair Housing Act, as amended. FDIC means the Federal Deposit Insurance Corporation. FHLB means the Federal Home Loan Bank of San Francisco. FIS means FIS Core Services, LLC, Fidelity Information Services, LLC, or any Affiliate of either of them. FIS Contract means any contract between SCB, on the one hand, and FIS, on the other hand, copies of which are included in Section 5.03(k)(i)(E) of SCBs Disclosure Schedule. FIS Expense means the aggregate expense relating to the termination of any FIS Contract. FIS Expense Cap means $3.25 million. FRB means the Board of Governors of the Federal Reserve System. GAAP means accounting principles generally accepted in the United States of America. Governmental Authority means any federal, state or local court, administrative agency or commiss

Certain Definitions from Equity Incentive Plan

Certain Definitions. Agreement shall mean an electronic or written agreement evidencing an award hereunder between the Company and the recipient of such award. Board shall mean the Board of Directors of the Company. Bonus Shares shall mean Shares which are not subject to a Restriction Period or Performance Measures. Bonus Share Award shall mean an award of Bonus Shares under this Plan. Change in Control shall have the meaning set forth in Section 5.8(b). Code shall mean the Internal Revenue Code of 1986, as amended. Committee shall mean the Committee designated by the Board, or a subcommittee thereof, consisting of two or more members of the Board, each of whom is intended to be (i) a Non-Employee Director within the meaning of Rule 16b-3 under the Exchange Act, (ii) an outside director within the meaning of Section 162(m) of the Code and (iii) independent within the meaning of the rules of the Nasdaq Global Market or any other stock exchange on which Shares are then traded. Company shall mean CytomX Therapeutics, Inc., a Delaware corporation, or any successor thereto. Exchange Act shall mean the Securities Exchange Act of 1934, as amended. Fair Market Value shall mean the closing transaction price of a Share as reported on the Nasdaq Global Market on the date as of which such value is being determined or, if Shares are not listed on the Nasdaq Global Market, the closing transaction price of a Share on the principal national stock exchange on which Shares are traded on the date as of which such value is being determined or, if there shall be no reported transactions for such date, on the next preceding date for which transactions were reported; provided, however, that if Shares are not listed on a national stock exchange or if Fair Market Value for any date cannot be so determined, Fair Market Value shall be determined by the Committee by whatever means or method as the Committee, in the good faith exercise of its discretion, shall at such time deem appropriate and in compliance with Section 409A of the Code. Free-Standing SAR shall mean an SAR which is not granted in tandem with, or by reference to, an option, which entitles the holder thereof to receive, upon exercise, Shares (which may be Restricted Shares) or, to the extent provided in the applicable Agreement, cash or a combination thereof, with an aggregate value equal to the excess of the Fair Market Value of one Share on the date of exercise over the base price of such SAR, multiplied by the number of such SARs which are exercised. Incentive Stock Option shall mean an option to purchase Shares that meets the requirements of Section 422 of the Code, or any successor provision, which is intended by the Committee to constitute an Incentive Stock Option. Incumbent Director shall have the meaning set forth in Section 5.8(b)(iii). Initial Public Offering shall mean the initial public offering of the Company registered on Form S-1 (or any successor form under the Securities Act of 1933, as amended). Non-Employee Director shall mean any director of the Company who is not an officer or employee of the Company or any Subsidiary. Nonqualified Option shall mean an option to purchase Shares which is not an Incentive Stock Option. Performance Measures shall mean the criteria and objectives, established by the Committee, which shall be satisfied or met (i) as a condition to the grant or exercisability of all or a portion of an option or SAR or (ii) during the applicable Restriction Period or Performance Period as a condition to the vesting of the holders interest, in the case of a Restricted Share Award, of the Shares subject to such award, or, in the case of a Restricted Share Unit Award or Performance Unit Award, to the holders receipt of the Shares subject to such award or of payment with respect to such award. To the extent necessary for an award to be qualified performance-based compensation under Section 162(m) of the Code and the regulations thereunder, such criteria and objectives shall be one or more of the following corporate-wide or subsidiary, division, operating unit or individual measures: the attainment by a Share of a specified Fair Market Value for a specified period of time; earnings per share; return to stockholders (including dividends); return on assets; return on equity; earnings of the Company before or after taxes and/or interest; revenues; expenses; market share; cash flow or cost reduction goals; interest expense; return on investment; return on investment capital; return on operating costs; economic value created; operating margin; gross margin; the achievement of annual operating profit plans; net income; earnings before interest, depreciation and/or amortization; operating earnings after interest expense and before incentives, and/or extraordinary or special items; operating earnings; net cash provided by operations; and strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expa

Certain Definitions from Note Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of September 15, 2015, among Authentidate Holding Corp., a Delaware corporation (the Company), and each of the purchasers identified on the signature pages hereto (each, a Purchaser and collectively, the Purchasers).

Certain Definitions. In addition to the other terms specifically defined elsewhere in this Agreement, the following capitalized terms shall have the following respective meanings when used herein: Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control, when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Board of Directors means the board of directors of the Company or any authorized committee of the board of directors. Business Day means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which the banking institutions in the City of New York, New York are authorized or obligated by law or executive order to close or be closed. Capital Stock of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interest in (however designated) equity of such Person, but excluding any debt securities convertible into such equity. Commission means the United States Securities and Exchange Commission. Common Stock shall mean the common stock of Authentidate Holding Corp., par value $0.001 per share. Common Stock Equivalents means any securities of the Company which 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. Final Closing means the last closing of the purchase and sale of the Notes and Warrants pursuant to Section 2.1. Final Closing Date means with respect to the Final Closing, the Trading Day on which all of the Transaction Agreements have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Purchase Price for the Notes and Warrants to be purchased at the Final Closing and (ii) the Companys obligations to deliver such Notes and Warrants Securities at the Final Closing, in each case, have been satisfied or waived. GAAP means generally accepted accounting principles in the United States as in effect from time to time. Indebtedness means, without duplication, with respect to any Person (the subject Person), all liabilities, obligations and indebtedness of the subject Person to any other Person, of any kind or nature, now or hereafter owing, arising, due or payable, howsoever evidenced, created, incurred, acquired or owing, whether primary, secondary, direct, contingent, fixed or otherwise, consisting of indebtedness for borrowed money or the deferred purchase price of property, excluding purchases of property, product, merchandise and services in the ordinary course of business, but including (a) all obligations and liabilities under guarantees; (b) the present value of lease payments due under synthetic leases; and (c) all obligations and liabilities under any asset securitization or sale/leaseback transaction; provided, further, however, that in no event shall the term Indebtedness include the capital stock surplus, retained earnings, minority interests in the common stock of Subsidiaries, lease obligations (other than pursuant to (b) above), reserves for deferred income taxes and investment credits, other deferred credits or reserves. Initial Closing means the first closing of the purchase and sale of the Notes and Warrants pursuant to Section 2.1. Initial Closing Date means with respect to the Initial Closing, the Trading Day on which all of the Transaction Agreements have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Purchase Price for the Notes and Warrants to be purchased at the Initial Closing and (ii) the Companys obligations to deliver such Notes and Warrants at the Initial Closing, in each case, have been satisfied or waived. Liens means any lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction, other than restrictions imposed by securities laws. Majority in Interest shall mean the holders of fifty-one percent (51%) or more of the outstanding principal amount of all then outstanding Notes at the time of such determination. Notes means the promissory notes due, subject to the terms therein, one year from their date of issuance, issued by the Company to the Purchasers hereunder, in the form of Exhibit A attached hereto. Person s