National Association of Securities Dealers, Inc. Uses in Definitions Clause

Definitions from Underwriting Agreement

Definitions. As used in this Agreement, the following terms have the respective meanings set forth below: Commission means the United States Securities and Exchange Commission. DTC means The Depository Trust Company. EDGAR means the Commissions Electronic Data Gathering, Analysis and Retrieval System. ERISA means the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder. Exchange Act means the Securities Exchange Act of 1934, as amended. Exchange Act Regulations means the rules and regulations of the Commission under the Exchange Act. FCPA means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder. FINRA means the Financial Industry Regulatory Authority, Inc. or the National Association of Securities Dealers, Inc., or both, as the context shall require. GAAP means U.S. generally accepted accounting principles. Issuer General Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Exhibit C hereto. Issuer Limited Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus. Lien means any security interest, mortgage, pledge, lien, encumbrance, claim or equity. NYSE means the New York Stock Exchange. OFAC means the Office of Foreign Assets Control of the U.S. Treasury Department. Organizational Documents means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational document and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; (d) in the case of a trust, its certificate of trust, certificate of formation or similar organizational document and its trust agreement or other similar agreement; and (e) in the case of any other entity, the organizational and governing documents of such entity. PCAOB means the Public Company Accounting Oversight Board (United States). Registration Statement means the Companys registration statement on Form S-3 (Registration No. 333-202388) as amended (if applicable), including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act and the Rule 430B Information; provided that any Rule 430B Information shall be deemed part of the Registration Statement only from and after the time specified pursuant to Rule 430B. Repayment Event means any event or condition which, either immediately or with notice or passage of time or both, (i) gives the holder of any bond, note, debenture or other evidence of indebtedness (or any person acting on such holders behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Transaction Entities or any subsidiary of the Transaction Entities, or (ii) gives any counterparty (or any person acting on such counterpartys behalf) under any swap agreement, hedging agreement or similar agreement or instrument to which the Transaction Entities or any subsidiary of the Transaction Entities are a party the right to liquidate or accelerate the payment obligations or designate an early termination date under such agreement or instrument, as the case may be. Rule 163, Rule 164, Rule 172, Rule 173, Rule 401, Rule 405, Rule 424(b) Rule 430A, Rule 430B, Rule 433(g) and Rule 462(b) refer to such rules under the Securities Act. Rule 430B Information means the information included in any preliminary prospectus or the Prospectus or any amendment or supplement to any of the foregoing that was omitted from the Registration Statement at the time it first became effective but is deemed to be part of and included in the Registration Statement pursuant to Rule 430B. Sarbanes-Oxley Act means the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder or implementing the provisions thereof. Securities Act means the Securities Act of 1933, as amended. Securities Act Regulations means the rules and regulations of the Commission under the Securities Act. All references in this Agreement to the Registration Statement, any preliminary prospectus, the Base Prospectus, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the version thereof filed with the Commission pursuant to EDGAR and all versions thereof delivered (physically or electronically) to the Representatives or the Underwriters. All references in this Agreement to financial statements and sc

Definitions from Amended and Restated Registration Rights Agreement

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as may be amended, supplemented, restated or modified from time to time, this Agreement) is made as of November 5, 2016, by and among SMART Global Holdings, Inc. (f/k/a Saleen Holdings, Inc.), a Cayman Islands exempted company, Silver Lake Partners III Cayman (AIV III), L.P., a Cayman Islands exempted limited partnership (the SLP Investor), Silver Lake Technology Investors III Cayman, L.P., a Cayman Islands exempted limited partnership (the SLP Co-Investor), Silver Lake Sumeru Fund Cayman, L.P., a Cayman Islands exempted limited partnership (the SLS Investor), Silver Lake Technology Investors Sumeru Cayman, L.P., a Cayman Islands exempted limited partnership (the SLS Co-Investor), Mr. Ajay B. Shah, an individual (Mr. Shah), Krishnan-Shah Family Partners, L.P., Fund No. 1, a California limited partnership (Shah Fund 1), Krishnan-Shah Family Partners, L.P., Fund No. 3, a California limited partnership (Shah Fund 3), Krishnan-Shah F

Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: Adverse Disclosure means public disclosure of material non-public information which, in the Boards good faith judgment, after consultation with outside counsel to the Company, (i) would be required to be made in any report or Registration Statement filed with the SEC by the Company so that such report or Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such report or Registration Statement and (iii) the Company has a bona fide business purpose for not disclosing publicly. Affiliate means, with respect to any Person, any other Person that Controls, is Controlled by, or is under common Control with such Person. The term Control means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. Controlled and Controlling have meanings correlative to the foregoing. Notwithstanding the foregoing, for purposes of this Agreement, (i) the Company, its Subsidiaries and its other Controlled Affiliates shall not be considered Affiliates of any of the Holders or any of such partys Affiliates (other than the Company, its Subsidiaries and its other Controlled Affiliates), (ii) none of the SLP Holders, SLS Holders, Shah Holders or Patel Holders shall be considered Affiliates of each other, and (iii) except with respect to Section 3.15, none of the Sponsor Holders shall be considered Affiliates of (A) any portfolio company in which any of the Sponsor Holders or any of their investment fund Affiliates have made a debt or equity investment (and vice versa) or (B) any limited partners, non-managing members or other similar direct or indirect investors in any of the Sponsor Holders or their affiliated investment funds. Automatic Shelf Registration Statement shall have the meaning set forth in Rule 405 (or any successor provision) of the Securities Act. beneficial ownership and beneficially own and similar terms have the meaning set forth in Rule 13d-3 under the Exchange Act; provided, however that (i) no party hereto shall be deemed to beneficially own any Securities of the Company held by any other party hereto solely by virtue of the provisions of this Agreement (other than this definition) and (ii) with respect to any Securities held by a party hereto that are exercisable for, convertible into or exchangeable for Shares upon delivery of consideration to the Company or any of its Subsidiaries, such Shares shall not be deemed to be beneficially owned by such party unless, until and to the extent such Securities have been exercised, converted or exchanged and such consideration has been delivered by such party to the Company or such Subsidiary. Board means the Board of Directors of the Company. Business Day means a day, other than a Saturday, Sunday or other day on which banks located in New York, New York are authorized or required by law to close. Change of Control means the occurrence of any of the following: (i) the sale, lease or transfer, in one (1) or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole (which assets may include the capital stock of Subsidiaries), to any Person other than the Sponsor Holders or their Affiliates or (ii) the acquisition, directly or indirectly, by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) other than the Sponsor Holders or their Affiliates, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of capital stock representing 50% or more of the total voting power of the Company or any of its direct or indirect parent companies holding directly or indirectly greater than 50% of the total voting power of the Company. Company means SMART Global Holdings, Inc. (f/k/a Saleen Holdings, Inc.), a Cayman Islands exempted company (including any of its successors by merger, acquisition, reorganization, conversion or otherwise, and, in connection with any Initial Public Offering, the Registering Entity). Effectiveness Date means the date on which the Sponsor Holders are no longer subject to any underwriters lock-up or other contractual restriction (excluding the Sponsor Shareholders Agreement) on the sale of Registrable Securities in connection with an Initial Public Offering. Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated pursuant thereto. Free Writing Prospectus means an issuer free writing prospectus, as defined in Rule 433 under the Securitie

Definitions from Common Stock Underwriting Agreement

KKR Real Estate Finance Trust Inc., a Maryland corporation (the Company), and KKR Real Estate Finance Manager LLC, a Delaware limited liability company (the Manager), hereby confirm their respective agreements with Wells Fargo Securities, LLC (Wells Fargo) and Morgan Stanley & Co. LLC (Morgan Stanley) and each of the other Underwriters named in Exhibit A hereto (collectively, the Underwriters, which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom Wells Fargo and Morgan Stanley are acting as representatives (in such capacity, the Representatives), with respect to the issue and sale by the Company of a total of 10,250,000 shares (the Initial Securities) of the Companys common stock, par value $0.01 per share (the Common Stock), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Initial Securities set forth in said Exhibit A hereto, and with respect to the grant by the Company to

Definitions. As used in this Agreement, the following terms have the respective meanings set forth below: Applicable Time means 4:30 P.M. (New York City time) on May 4, 2017 or such other time as agreed by the Company and the Representatives. Commission means the Securities and Exchange Commission. Company Documents means (i) all Subject Instruments and (ii) all other contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, swap agreements, hedging agreements, leases or other instruments or agreements to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject. DTC means The Depository Trust Company. EDGAR means the Commissions Electronic Data Gathering, Analysis and Retrieval System. ERISA means the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder. Existing Financing Agreements means (i) the Uncommitted Master Repurchase Agreement, dated as of October 15, 2015, between KREF Lending II LLC and JPMorgan Chase Bank, National Association, (ii) the Amended and Restated Master Repurchase and Securities Contract, dated as of April 7, 2017, among KREF Lending I LLC and Wells Fargo Bank, National Association, (iii) the Master Repurchase Agreement, dated as of September 30, 2016, among KREF Lending III LLC, KREF Lending III TRS LLC and Goldman Sachs Bank USA, (iv) the Master Repurchase and Securities Contract Agreement, dated as of December 6, 2016, between Morgan Stanley Bank, N.A. and KREF Lending IV LLC, and (v) the Credit Agreement, dated as of May 4, 2017, among KREF Holdings X LLC, KKR Real Estate Finance Holdings L.P. and Barclays Bank PLC, each as amended, supplemented or restated, as of the date hereof, if applicable, and in each case including any promissory notes, pledge agreements, security agreements, mortgages, guarantees and other instruments or agreements entered into by the Company or any of its subsidiaries in connection therewith or pursuant thereto, in each case as amended, supplemented or restated as of the date hereof, if applicable. FINRA means the Financial Industry Regulatory Authority, Inc. or the National Association of Securities Dealers, Inc., or both, as the context shall require. GAAP means generally accepted accounting principles. Initial Registration Statement means the Companys registration statement on Form S-11 (Registration No. 333-217126), as amended (if applicable), including the Rule 430A Information from and after the time that such Rule 430A information is deemed, pursuant to Rule 430A, to be part of and included in the Initial Registration Statement. Issuer Free Writing Prospectus means any issuer free writing prospectus, as defined in Rule 433, relating to the offering of the Securities that (i) is required to be filed with the Commission by the Company, (ii) is a road show that is a written communication within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Companys records pursuant to Rule 433(g). Issuer General Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Exhibit J hereto. Issuer Limited Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus. Lien means any security interest, mortgage, pledge, lien, encumbrance, claim or equity. Lock-Up Period means the period beginning on and including the date of this Agreement through and including the date that is the 180th day after the date of this Agreement. NYSE means the New York Stock Exchange. OFAC means the Office of Foreign Assets Control of the U.S. Treasury Department. Organizational Documents means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational document and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; (d) in the case of a trust, its certificate of trust, certificate of formation or similar organizational document and its trust agreement or other similar agreement; and (e) in the case of any other entity, the organizational

Definitions from Underwriting Agreement

Definitions. As used in this Agreement, the following terms have the respective meanings set forth below: Commission means the United States Securities and Exchange Commission. DTC means The Depository Trust Company. EDGAR means the Commissions Electronic Data Gathering, Analysis and Retrieval System. FCPA means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder. FINRA means the Financial Industry Regulatory Authority, Inc. or the National Association of Securities Dealers, Inc., or both, as the context shall require. Issuer General Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Exhibit F hereto. Registration Statement means the Companys registration statement on Form S-3 (Registration No. 333-202388) as amended (if applicable), including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act and the Rule 430B Information; provided that any Rule 430B Information shall be deemed part of the Registration Statement only from and after the time specified pursuant to Rule 430B. Rule 163, Rule 164, Rule 172, Rule 173, Rule 401, Rule 405, Rule 424(b) Rule 430B and Rule 433(g) refer to such rules under the Securities Act. Rule 430B Information means the information included in any preliminary prospectus or the Prospectus or any amendment or supplement to any of the foregoing that was omitted from the Registration Statement at the time it first became effective but is deemed to be part of and included in the Registration Statement pursuant to Rule 430B. Securities Act means the Securities Act of 1933, as amended. Securities Act Regulations means the rules and regulations of the Commission under the Securities Act. All references in this Agreement to the Registration Statement, any preliminary prospectus, the Base Prospectus, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the version thereof filed with the Commission pursuant to EDGAR and all versions thereof delivered (physically or electronically) to the Representatives or the Underwriters. All references in this Agreement to financial statements and schedules and other information which is contained, included or stated in the Registration Statement, any preliminary prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is incorporated by reference in or otherwise deemed by Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

Definitions from Purchase Agreement

PURCHASE AGREEMENT, dated as of February 9, 2017 (this Agreement), by and between Aon plc, a public limited company organized under the laws of England and Wales (Seller Parent), and Tempo Acquisition, LLC, a Delaware limited liability company (Buyer). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I below.

Definitions. In this Agreement, the following terms have the meanings specified or referred to in this Section 1.1. 144A Exceptions has the meaning specified in Section 7.7(d). Accounting Firm has the meaning specified in Section 4.5(b). Accounting Firm Notice has the meaning specified in Section 4.5(b). Acquired Business has the meaning specified in Section 8.7(d). Acquisition Proposal means, other than the transactions contemplated by this Agreement or a Change of Control of Seller Parent, any third Person offer, proposal or inquiry relating to, or any third person indication of interest in, any acquisition or purchase, direct or indirect, whether by way of stock purchase, merger, consolidation, share exchange or business combination (solely pursuant to clause (i) of the definition of Change of Control). Adjacent Business means the businesses identified in Annex B and any of (i) the health and welfare benefits business, (ii) retirement and investment business and (iii) talent, rewards and performance business, in the case of each of (i), (ii) and (iii), to the extent such business is part of the HR Solutions reporting segment in Seller Parents most recent periodic report filed by Seller Parent with the SEC. Administration Related Businesses means, the following businesses, in each case, to the extent related to the businesses contemplated in clause (i) of the definition of Business: (i) participant advisory services in connection with defined contribution administration services; (ii) providing and administering self-directed accounts in connection with defined contribution administration services; and (iii) participant advocacy relating to health and welfare. Advisory Client means any Person that is an investment advisory, investment management or financial planning client of the IA Subsidiary pursuant to an Advisory Contract. Advisory Contract means any written agreement to which the IA Subsidiary is a party and pursuant to which investment advisory or financial planning services are being provided by the IA Subsidiary (on a discretionary or non-discretionary basis) to a Advisory Client including, for the avoidance of doubt, any written agreement the performance of which would cause the IA Subsidiary to become a fiduciary for purposes of Section 3(21) of ERISA or Section 4975(e)(3) of the Code. Affiliate means, with respect to any Person, any other Person which directly or indirectly Controls, is Controlled by or is under Common Control with such Person (but only for so long as such Control exists); provided, however, that no shareholder or non-employee director shall be deemed to be an Affiliate of Seller Parent or any of its Affiliates for purposes of this Agreement. Agreed Accounting Principles means GAAP consistently applied using the Businesss accounting methods, policies, practices and procedures used in the preparation of the Financial Statements (including the accounting methods, policies, practices and procedures set forth on Exhibit E), in each case, to the extent in accordance with GAAP consistently applied. Agreement has the meaning specified in the first paragraph of this Agreement. Allocation Schedule has the meaning specified in Section 3.2(a). Ancillary IP Rights means all of the following with respect to any Intellectual Property: (i) the right to receive income, royalties, and payments due or payable for the exploitation of any such Intellectual Property; (ii) the right to sue for past, present, and future infringement, misappropriation, dilution, or other violation of any such Intellectual Property and to receive any damages or payments as a result thereof; (iii) the right to seek and secure, now or hereafter, any available corresponding rights throughout the world with respect to any such Intellectual Property; and (iv) copies and tangible embodiments of any such Intellectual Property. Anti-Corruption Laws has the meaning specified in Section 5.14(d). Anti-Money Laundering Laws means, collectively, the USA Patriot Act of 2001 (Pub. L. No. 107-56), (ii) the U.S. Money Laundering Control Act of 1986, as amended, and (iii) any other Requirements of Law of any relevant jurisdiction having the force of law and relating to anti-money laundering. Aon India Affiliates has the meaning specified in Schedule 7.6. Applicable Records has the meaning specified in Schedule 4.7(h). Asset Sellers has the meaning specified in the first recital hereto. Assumed Liabilities has the meaning specified in Section 2.3(a). Automatic Transfer Employee means any person who (i) is employed by Seller Parent or any of its Affiliates (excluding the Business Subsidiaries) as of the date of this Agreement or hired after the date of this Agreement in accordance with this Agreement, and (ii) provides services primarily to or on behalf of the Business in Denmark, Finland, Ireland, Poland and the United Kingdom. Base Purchase Price has the meaning specified in Section 3.1. BD Equity Interests has the meaning specified in Section 4.6(

Definitions from Underwriting Agreement

Definitions. As used in this Agreement, the following terms have the respective meanings set forth below: Applicable Time means 11:50 P.M. (New York City time) on January 26, 2017 or such other time as agreed by the Company and the Representatives. Commission means the Securities and Exchange Commission. Company Documents means (i) all Subject Instruments and (ii) all other contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, swap agreements, hedging agreements, leases or other instruments or agreements to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject. DTC means The Depository Trust Company. EDGAR means the Commissions Electronic Data Gathering, Analysis and Retrieval System. ERISA means the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder. Existing Credit Agreements means the Amended and Restated Loan Agreement, dated as of December 22, 2015 (the ABL Loan Agreement), by and among the Company, Horizon Global Americas Inc. (f/k/a Cequent Performance Products, Inc. and successor by merger with Cequent Consumer Products, Inc.), certain other subsidiaries of the Company party thereto as guarantors, the financial institutions party thereto from time to time (the ABL Lenders), and Bank of America, N.A., as administrative agent for the ABL Lenders and the Term Loan Credit Agreement, dated as of June 30, 2015 (the Term B Loan Agreement), by and among the Company, the financial institutions party thereto from time to time (the Term Lenders), and JPMorgan Chase Bank, N.A., as administrative agent for the Term Lenders, each as amended, supplemented or restated, if applicable, and in each case including any promissory notes, pledge agreements, security agreements, mortgages, guarantees and other instruments or agreements entered into by the Company or any of its subsidiaries in connection therewith or pursuant thereto, in each case as amended, supplemented or restated, if applicable. FINRA means the Financial Industry Regulatory Authority Inc. or the National Association of Securities Dealers, Inc., or both, as the context shall require. GAAP means generally accepted accounting principles. Issuer Free Writing Prospectus means any issuer free writing prospectus, as defined in Rule 433, relating to the offering of the Securities that (i) is required to be filed with the Commission by the Company, (ii) is a road show that is a written communication within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the final terms, and all free writing prospectuses that are listed in Exhibit G hereto, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Companys records pursuant to Rule 433(g). Issuer General Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Exhibit G hereto. Issuer Limited Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus. Lien means any security interest, mortgage, pledge, lien, encumbrance, claim or equity. Lock-Up Period means the period beginning on and including the date of this Agreement through and including the date that is the 90th day after the date of this Agreement, as the same may be extended as provided herein. NYSE means the New York Stock Exchange. OFAC means the Office of Foreign Assets Control of the U.S. Treasury Department. Organizational Documents means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational document and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; (d) in the case of a trust, its certificate of trust, certificate of formation or similar organizational document and its trust agreement or other similar agreement; and (e) in the case of any other entity, the organizational and governing documents of such entity. Preferred Stock means the Companys Preferred Stock, par value $0.01 per share. Pre-Pricing Prospectus means the preliminary prospectus dated January 24, 2017 relating to the Securities in the form first furnished to the Underwriters for use

Definitions from Underwriting Agreement

Definitions. As used in this Agreement, the following terms have the respective meanings set forth below: Applicable Time means 6:10 p.m. (New York City time) on January 12, 2017 or such other time as agreed by the Company and the Representative. Commission means the Securities and Exchange Commission. DTC means The Depository Trust Company. EDGAR means the Commissions Electronic Data Gathering, Analysis and Retrieval System. FINRA means the Financial Industry Regulatory Authority Inc. or the National Association of Securities Dealers, Inc., or both, as the context shall require. GAAP means generally accepted accounting principles. Issuer Free Writing Prospectus means any issuer free writing prospectus, as defined in Rule 433, relating to the Securities that (i) is required to be filed with the Commission by the Company, (ii) is a road show that is a written communication within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the final terms, and all free writing prospectuses that are listed in Exhibit D hereto, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Companys records pursuant to Rule 433(g). Issuer General Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Exhibit D hereto. Issuer Limited Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus. NYSE means the New York Stock Exchange. Organizational Documents means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational document and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; (d) in the case of a trust, its certificate of trust, certificate of formation or similar organizational document and its trust agreement or other similar agreement; and (e) in the case of any other entity, the organizational and governing documents of such entity. PCAOB means the Public Company Accounting Oversight Board (United States). preliminary prospectus means any prospectus together with, if applicable, the accompanying preliminary prospectus supplement used in connection with the offering of the Securities that omitted the public offering price of the Securities or that was captioned Subject to Completion, together with the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act. The term preliminary prospectus includes, without limitation, the Pre-Pricing Prospectus. Registration Statement means the Companys registration statement on Form S3 (Registration No. 333-198523) as amended (if applicable), including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S3 under the 1933 Act and the Rule 430B Information; provided that any Rule 430B Information shall be deemed part of the Registration Statement only from and after the time specified pursuant to Rule 430B. Rule 163, Rule 164, Rule 172, Rule 173, Rule 401, Rule 405, Rule 424(b) Rule 430B and Rule 433 refer to such rules under the 1933 Act. Rule 430B Information means the information included in any preliminary prospectus or the Prospectus or any amendment or supplement to any of the foregoing that was omitted from the Registration Statement at the time it first became effective but is deemed to be part of and included in the Registration Statement pursuant to Rule 430B. Sarbanes-Oxley Act means the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder or implementing the provisions thereof. 1933 Act means the Securities Act of 1933, as amended. 1933 Act Regulations means the rules and regulations of the Commission under the 1933 Act. 1934 Act means the Securities Exchange Act of 1934, as amended. 1934 Act Regulations means the rules and regulations of the Commission under the 1934 Act. 1940 Act means the Investment Company Act of 1940, as amended. All references in this Agreement to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the version thereof filed with the Commission pursuant to EDGAR and all versions thereof delivered (physically or electronically) to the Representative or the Underwriters. All ref

DEFINITIONS from Restated Limited Liability Company Agreement

This Second Amended and Restated Limited Liability Company Agreement, dated as of June 24, 2016, is entered into by and between Carlyle GMS Finance, Inc. and Credit Partners USA LLC (collectively, the Members).

DEFINITIONS. For purposes of this Agreement, the following terms shall have the following meanings: Act: the Delaware Limited Liability Company Act, as from time to time in effect. Adjusted Capital Account Deficit: with respect to any Member, the deficit balance, if any, in such Members Capital Account as of the end of the applicable Fiscal Year after (i) crediting thereto any amounts which such Member is, or is deemed to be, obligated to restore pursuant to Treasury Regulations SS 1.704-2(g)(1) and SS 1.704-2(i)(5) and (ii) debiting such Capital Account by the amount of the items described in Treasury Regulation SS 1.704 1(b)(2)(ii)(d)(4), (5) and (6). The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Treasury Regulation SS 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. Administration Agreement: the Administration Agreement by and among the Company, the Administrative Agent, CGMSF and Credit Partners, as amended from time to time with Board Approval. Administrative Agent: Carlyle GMS Finance Administration L.L.C. or an Affiliate thereof retained by the Company with Board Approval to perform administrative services for the Company. Affiliate: with respect to a Person (other than Credit Parent and Carlyle Parent), any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person; provided, that, with respect to Credit Parent and Carlyle Parent, the term Affiliate shall only include its direct and indirect subsidiaries. Agreement: this Second Amended and Restated Limited Liability Company Agreement, as it may from time to time be amended. Allocation Requirements: the meaning set forth in Section 7.17(b). Anti-Corruption Laws: the meaning set forth in Section 3.5(g). A&R LLC Agreement: the meaning set forth in the recital to this Agreement. Board: the Board of the Company. Board Approval: as to any matter requiring Board approval hereunder, the prior approval of the Board. Board Member: each Person elected, designated or appointed to serve as a member of the Board in accordance with this Agreement. Capital Account: as to each Member, the capital account maintained on the books of the Company for such Member in accordance with Section 5.1. Capital Commitment: as to each Member, the total amount of such Members Initial Capital Contributions and obligation to make Subsequent Contributions in the amount set forth on Exhibit A attached hereto and on the Member List, in accordance with the terms of this Agreement. Capital Contribution: as to each Member, (i) the aggregate amount of the Initial Capital Contribution actually contributed to the equity capital of the Company by such Member as set forth in Section 4.1 and (ii) all Subsequent Contributions made by such Member as set forth in Section 4.1. The Capital Contribution of a Member that is an assignee of all or a portion of a Membership Interest in the Company shall include the Capital Contribution of the assignor (or a pro rata portion thereof in the case of an assignment of less than the entire Membership Interest of the assignor). Notwithstanding the foregoing, and subject to Board Approval in each instance, each Member shall be permitted to make a Capital Contribution to the Company in the form of an Investment currently owned by the Member. Carlyle Parent: The Carlyle Group L.P. Carlyle Personnel: the meaning set forth in Section 3.4(b). Cause Event: (i) the bankruptcy, insolvency, dissolution or liquidation of a Member, or the making of an assignment for the benefit of creditors by a Member, or a default under Section 4.3 by a Member which remains uncured or unwaived after the expiration of the cure period set forth in Section 4.3; (ii) the institution of any lawsuits or legal proceedings against a Member or, solely with respect to CGMSF, the investment adviser of CGMSF if such lawsuit or legal proceeding is likely to have a material adverse effect on such Members ability to perform its obligations under this Agreement; provided, that the institution of any lawsuit or legal proceeding against a Member by the other Member shall not be a Cause Event; (iii) the commencement of any formal enforcement investigation of a Member or, solely with respect to CGMSF, the investment adviser of CGMSF by the SEC or any other U.S. or foreign federal regulatory or administrative body that involves an allegation of a violation of law by any such person and that is likely to have a material adverse effect on such Members ability to perform its obligations under this Agreement; or (iv) any other act or omission by a Member that (A) causes or is likely to cause such other Member or its Affiliates to receive materially adverse publicity or (B) otherwise materially adversely affects or may materially adversely affect the reputation of such other Member or its Affiliates. Certificate of Formation: the certificate of formation of

Definitions from Common Stock Underwriting Agreement

Immunomedics, Inc., a Delaware corporation (the Company), proposes to issue and sell to Wells Fargo Securities, LLC (the Underwriter) an aggregate of (i) 10,000,000 shares (each a Share) of the Companys common stock, par value $0.01 per share (the Common Stock) and (ii) warrants to purchase up to 10,000,000 shares of Common Stock in the form set forth in Exhibit G hereto (each, a Warrant). Each Share is being sold together with a Warrant to purchase one share of Common Stock at an exercise price of $3.75 per whole share of Common Stock. The Shares and Warrants are collectively called the Securities. The shares of Common Stock underlying the Warrants are called the Warrant Shares.

Definitions. As used in this Agreement, the following terms have the respective meanings set forth below: Applicable Time means 7:30 P.M. (New York City time) on October 4, 2016 or such other time as agreed by the Company and the Underwriter. Commission means the Securities and Exchange Commission. Company Documents means (i) all Subject Instruments and (ii) all other contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, swap agreements, hedging agreements, leases or other instruments or agreements to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject that, solely in the case of this clause (ii), are material with respect to the Company and its subsidiaries taken as a whole. DTC means The Depository Trust Company. EDGAR means the Commissions Electronic Data Gathering, Analysis and Retrieval System. ERISA means the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder. FCPA means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder. FINRA means the Financial Industry Regulatory Authority Inc. or the National Association of Securities Dealers, Inc., or both, as the context shall require. GAAP means generally accepted accounting principles. Initial Registration Statement means the Companys registration statement on Form S3 (Registration No. 333-198766), as amended (if applicable), including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S3 under the 1933 Act and the Rule 430B Information; provided that any Rule 430B Information shall be deemed to be part of the Initial Registration Statement only from and after the time such information is deemed, pursuant to Rule 431B, to be part of the Initial Registration Statement. Issuer Free Writing Prospectus means any issuer free writing prospectus, as defined in Rule 433, relating to the offering of the Securities that (i) is required to be filed with the Commission by the Company, (ii) is a road show that is a written communication within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the final terms, and all free writing prospectuses that are listed in Exhibit F hereto, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Companys records pursuant to Rule 433(g). Issuer General Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Exhibit F hereto. Issuer Limited Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus. Lien means any security interest, mortgage, pledge, lien, encumbrance, claim or equity. Lock-Up Period means the period beginning on and including the date of this Agreement through and including the date that is the ninetieth (90th) day after the date of this Agreement. NYSE means the New York Stock Exchange. OFAC means the Office of Foreign Assets Control of the U.S. Treasury Department. Organizational Documents means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational document and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; (d) in the case of a trust, its certificate of trust, certificate of formation or similar organizational document and its trust agreement or other similar agreement; and (e) in the case of any other entity, the organizational and governing documents of such entity. PCAOB means the Public Company Accounting Oversight Board (United States). Pre-Pricing Prospectus means the preliminary prospectus dated October 4, 2016 relating to the Securities in the form first furnished to the Underwriter for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act. Preferred Stock means the Companys preferred stock, par value $0.01 per share. preliminary prospectus means any prospectus together with, if applicable, the accompanying prospectus supplement used in connection with the offering of the Securities that omitted t

Definitions from Common Stock Underwriting Agreement

Definitions. As used in this Agreement, the following terms have the respective meanings set forth below: Applicable Time means 8:15 a.m. (New York City time) on September 22, 2016 or such other time as agreed by the Company and the Representatives. Commission means the Securities and Exchange Commission. Company Documents means all contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, swap agreements, hedging agreements, leases or other instruments or agreements to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject. DTC means The Depository Trust Company. EDGAR means the Commissions Electronic Data Gathering, Analysis and Retrieval System. ERISA means the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder. FINRA means the Financial Industry Regulatory Authority, Inc. or the National Association of Securities Dealers, Inc., or both, as the context shall require. GAAP means generally accepted accounting principles. Issuer Free Writing Prospectus means any issuer free writing prospectus, as defined in Rule 433, relating to the offering of the Securities that (i) is required to be filed with the Commission by the Company, (ii) is a road show that is a written communication within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the final terms, and all free writing prospectuses that are listed in Exhibit F hereto, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Companys records pursuant to Rule 433(g). Issuer General Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Exhibit F hereto. Issuer Limited Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus. Lien means any security interest, mortgage, pledge, lien, encumbrance, claim or equity. Lock-Up Period means the period beginning on and including the date of this Agreement through and including the date that is the 60th day after the date of this Agreement, as the same may be extended as provided herein. NYSE means the New York Stock Exchange. OFAC means the Office of Foreign Assets Control of the U.S. Treasury Department. Organizational Documents means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational document and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; (d) in the case of a trust, its certificate of trust, certificate of formation or similar organizational document and its trust agreement or other similar agreement; and (e) in the case of any other entity, the organizational and governing documents of such entity. Pre-Pricing Prospectus means the preliminary prospectus dated September 21, 2016 relating to the Securities in the form first furnished to the Underwriters for use in connection with the offering of the Securities, including the documents incorporated by reference therein under the 1933 Act. PCAOB means the Public Company Accounting Oversight Board (United States). preliminary prospectus means any prospectus used in connection with the offering of the Securities that omitted the public offering price of the Securities or that was captioned Subject to Completion, in each case including the documents incorporated by reference therein under the 1933 Act. The term preliminary prospectus includes, without limitation, the Pre-Pricing Prospectus. Registration Statement means the Companys registration statement on Form S-3 (Registration No. 333-213729) as amended (if applicable), including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act and the Rule 430B Information; provided that any Rule 430B Information shall be deemed part of the Registration Statement only from and after the time specified pursuant to Rule 430B. Regulation S-T means Regulation S-T of the Commission. Repayment Event means any event or condition which, either immediately or with notice or passage of time or both, (i) gives the holder of any bond, note, debenture or other evidence of i