NYSE MKT Uses in Definitions Clause

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated July 7, 2017, by and between Mastech Digital, Inc., a Pennsylvania corporation (the Company) and Ashok K. Trivedi, an individual and resident of Pennsylvania, as trustee of the Ashok K. Trivedi Revocable Trust, (Purchaser).

Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1: Acquisition shall have the meaning set forth in Section 4.4 of this Agreement. Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person (as such terms are used in and construed under Rule 405 of the Securities Act). Articles of Incorporation means the Companys Amended and Restated Articles of Incorporation, as amended from time to time. Closing means the closing of the purchase and sale of the Shares on the Closing Date pursuant to Section 2 of this Agreement. Closing Date means the date the Acquisition closes. Common Stock means the common stock of the Company, par value $0.01 per share. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. GAAP shall have the meaning set forth in Section 5.6 of this Agreement. Independent Committee shall have the meaning set forth in Section 4.6 of this Agreement. Investment Company Act means the Investment Company Act of 1940, as amended. Material Adverse Effect means any event, occurrence, fact, condition or change that is, or could reasonably be expected to, individually or in the aggregate, have a material adverse effect on (a) the enforceability of any Transaction Document, (b) the results of operations, assets, business or financial condition of the Company and its Subsidiaries, taken as a whole, or (c) the Companys ability to perform in any material respect on a timely basis its obligations under any Transaction Document to be performed as of the date of determination, other than any such change, effect, event or circumstance, including, without limitation, any change in the stock price or trading volume of the Common Stock, that resulted exclusively from (i) any change in the United States or foreign economies or securities, banking or financial markets in general that does not have a disproportionate effect on the Company and its Subsidiaries, including, without limitation, any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates, (ii) any change that generally affects the industry in which the Company and its Subsidiaries operate that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, (iii) any change arising in connection with natural disasters, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such natural disasters, hostilities, acts of war, sabotage or terrorism or military actions existing as of the date hereof, (iv) general political conditions, (v) any action taken by Purchaser, its Affiliates or its or their permitted successors and assigns with respect to the transactions contemplated by this Agreement, (vi) the effect of any changes in applicable laws or accounting rules that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, and (vii) any change resulting from compliance with the terms of this Agreement or the consummation of the transactions contemplated by this Agreement, including, without limitation, the public announcement of the Acquisition and the transactions contemplated by this Agreement. Per Share Purchase Price means the greater of (i) $7.00 per share of Common Stock or (ii) the closing price of the Common Stock on the NYSE MKT on the second Trading Day from and including the date of filing with the SEC a Current Report on Form 8-K announcing the execution of this Agreement and the Acquisition. Person means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. Press Release shall have the meaning set forth in Section 7.1 of this Agreement. Purchaser Indemnitee shall have the meaning set forth in Section 7.5 of this Agreement. Registration Rights Agreement means that certain registration rights agreement by and among the Company, Purchaser, and The Revocable Declaration of Trust of Sunil Wadhwani, in substantially the form attached hereto as Exhibit A. SEC means the U.S. Securities and Exchange Commission. SEC Reports shall have the meaning set forth in Section 5.6 of this Agreement. Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Shares shall have the meaning ascribed to such term in Section 2.1 of this Agreement. Subscription Amount means Three Million Dollars ($3,000,000) in United States dollars and in immediately available funds. Subsidiary means any corporation, partnership or other entity of which the Company directly or indirectly owns more than fifty percent (50%) of

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated July 7, 2017, by and between Mastech Digital, Inc., a Pennsylvania corporation (the Company) and Sunil Wadhwani, an individual and resident of Pennsylvania, as trustee of The Revocable Declaration of Trust of Sunil Wadhwani, (Purchaser).

Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1: Acquisition shall have the meaning set forth in Section 4.4 of this Agreement. Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person (as such terms are used in and construed under Rule 405 of the Securities Act). Articles of Incorporation means the Companys Amended and Restated Articles of Incorporation, as amended from time to time. Closing means the closing of the purchase and sale of the Shares on the Closing Date pursuant to Section 2 of this Agreement. Closing Date means the date the Acquisition closes. Common Stock means the common stock of the Company, par value $0.01 per share. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. GAAP shall have the meaning set forth in Section 5.6 of this Agreement. Independent Committee shall have the meaning set forth in Section 4.6 of this Agreement. Investment Company Act means the Investment Company Act of 1940, as amended. Material Adverse Effect means any event, occurrence, fact, condition or change that is, or could reasonably be expected to, individually or in the aggregate, have a material adverse effect on (a) the enforceability of any Transaction Document, (b) the results of operations, assets, business or financial condition of the Company and its Subsidiaries, taken as a whole, or (c) the Companys ability to perform in any material respect on a timely basis its obligations under any Transaction Document to be performed as of the date of determination, other than any such change, effect, event or circumstance, including, without limitation, any change in the stock price or trading volume of the Common Stock, that resulted exclusively from (i) any change in the United States or foreign economies or securities, banking or financial markets in general that does not have a disproportionate effect on the Company and its Subsidiaries, including, without limitation, any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates, (ii) any change that generally affects the industry in which the Company and its Subsidiaries operate that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, (iii) any change arising in connection with natural disasters, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such natural disasters, hostilities, acts of war, sabotage or terrorism or military actions existing as of the date hereof, (iv) general political conditions, (v) any action taken by Purchaser, its Affiliates or its or their permitted successors and assigns with respect to the transactions contemplated by this Agreement, (vi) the effect of any changes in applicable laws or accounting rules that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, and (vii) any change resulting from compliance with the terms of this Agreement or the consummation of the transactions contemplated by this Agreement, including, without limitation, the public announcement of the Acquisition and the transactions contemplated by this Agreement. Per Share Purchase Price means the greater of (i) $7.00 per share of Common Stock or (ii) the closing price of the Common Stock on the NYSE MKT on the second Trading Day from and including the date of filing with the SEC a Current Report on Form 8-K announcing the execution of this Agreement and the Acquisition. Person means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. Press Release shall have the meaning set forth in Section 7.1 of this Agreement. Purchaser Indemnitee shall have the meaning set forth in Section 7.5 of this Agreement. Registration Rights Agreement means that certain registration rights agreement by and among the Company, Purchaser, and the Ashok K. Trivedi Revocable Trust, in substantially the form attached hereto as Exhibit A. SEC means the U.S. Securities and Exchange Commission. SEC Reports shall have the meaning set forth in Section 5.6 of this Agreement. Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Shares shall have the meaning ascribed to such term in Section 2.1 of this Agreement. Subscription Amount means Three Million Dollars ($3,000,000) in United States dollars and in immediately available funds. Subsidiary means any corporation, partnership or other entity of which the Company directly or indirectly owns more than fifty percent (50%) of its outstanding

Definitions from Exchange Agreement

THIS EXCHANGE AGREEMENT (this Agreement) is dated as of May 5, 2017, by and among each of the individuals whose names and address is set forth on the signature pages to this Agreement (each such individual an Investor and, collectively, the Investors), and Impac Mortgage Holdings, Inc., a Maryland corporation (the Company).

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1: Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.01 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. DTC means the Depository Trust Company. Effective Date shall have the meaning ascribed to such term in Section 3.1(e). Encumbrances shall have the meaning ascribed to such term in Section 3.2(b). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. GAAP shall have the meaning ascribed to such term in Section 3.1(g). Information shall have the meaning ascribed to such term in Section 4.5. Initial Shares means 412,264 shares of Common Stock. Investor Percentage means the number of TruPS held by an Investor divided by the total number of TruPS outstanding (8,500,000 shares). Liens means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction. Material Adverse Effect shall have the meaning assigned to such term in Section 3.1(g). NYSE MKT Approval means the approval by the NYSE MKT of the Companys additional listing applications with regard to the listing of the Shares. Person means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. Proceeding means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition). Prospectus means the final prospectus filed as part of the Registration Statement. Prospectus Supplement means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed with the Commission and delivered by the Company to each Investor on the Closing Date. Registration Statement means the effective registration statement on Form S-3 (No. 333-215199) filed with the Commission, which registers the sale of the Shares to the Investors. Required Approvals shall have the meaning ascribed to such term in Section 3.1(d). Rule 424 means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule. SEC Reports shall have the meaning ascribed to such term in Section 3.1(g). Shares means the shares of Common Stock issued or issuable to each Investor pursuant to this Agreement. Short Sales means all short sales as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock). Trading Day means a day on which the NYSE MKT is open for trading. Transaction Documents means this Agreement and any other documents or agreements executed in connection with the transactions contemplated hereunder. Transfer Agent means American Stock Transfer & Trust Company, LLC, the current transfer agent of the Company, with a mailing address of 6201 15th Avenue | Brooklyn, NY 11219 and a facsimile number of 718.765.8711, and any successor transfer agent of the Company.

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of April 18, 2017, between Impac Mortgage Holdings, Inc., a Maryland corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively the Purchasers).

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1: Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act. Board of Directors means the board of directors of the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.01 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. DTC means the Depository Trust Company. Effective Date shall have the meaning ascribed to such term in Section 3.1(e). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. GAAP shall have the meaning ascribed to such term in Section 3.1(g). Information shall have the meaning ascribed to such term in Section 4.3. Liens means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction. Material Adverse Effect shall have the meaning assigned to such term in Section 3.1(g). NYSE MKT Approval means the approval by the NYSE MKT of the Companys additional listing applications with regard to the listing of the Shares. Per Share Purchase Price equals $12.66. Person means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. Proceeding means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition). Prospectus means the final prospectus filed as part of the Registration Statement. Prospectus Supplement means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed with the Commission and delivered by the Company to each Purchaser on the Closing Date. Purchaser Party shall have the meaning ascribed to such term in Section 4.2. Registration Statement means the effective registration statement on Form S-3 filed the with Commission (No. 333-215199), which registers the sale of the Shares to the Purchasers. Required Approvals shall have the meaning ascribed to such term in Section 3.1(d). Rule 424 means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule. SEC Reports shall have the meaning ascribed to such term in Section 3.1(g). Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Shares means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement. Short Sales means all short sales as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock). Subscription Amount means, as to each Purchaser, the aggregate amount to be paid by such Purchaser for Shares purchased hereunder as specified below such Purchasers name on the signature page of this Agreement and next to the heading Subscription Amount, in United States dollars and in immediately available funds. Trading Day means a day on which the NYSE MKT is open for trading. Transaction Documents means this Agreement and any other documents or agreements executed in connection with the transactions contemplated hereunder. Transfer Agent means American Stock Transfer & Trust Company, LLC, the current transfer agent of the Company, with a mailing address of 6201 15th Avenue | Brooklyn, NY 11219 and a facsimile number of 718.765.8711, and any successor transfer agent of the Company.

Definitions from Convertible Preferred Stock Purchase Agreement

This REDEEMABLE CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this Agreement) is made and entered into this 30th day of March, 2017 by and among Dicerna Pharmaceuticals, Inc., a Delaware corporation (the Company), and the Persons named on the signature pages hereto under the heading Investors (the Investors). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 9 hereof.

Definitions. Unless the context otherwise requires, the terms defined in this Section 9 shall have the meanings specified for all purposes of this Agreement. Except as otherwise expressly provided, all accounting terms used in this Agreement, whether or not defined in this Section 9, shall be construed in accordance with GAAP. If and so long as the Company has one or more Subsidiaries, such accounting terms shall be determined on a consolidated basis for the Company and each of its Subsidiaries, and the consolidated financial statements and other financial information to be furnished by the Company pursuant to this Agreement shall be consolidated and presented with consolidating financial statements of the Company and each of its Subsidiaries. Affiliate shall have the meaning ascribed to such term in Rule 12b-2 promulgated under the Exchange Act. Agreement has the meaning assigned to it in the introductory paragraph hereof. Bain Investors has the meaning assigned to it in Section 6.9 hereof. Bain Observer has the meaning assigned to it in Section 6.9 hereof. Board has the meaning assigned to it in Section 4.6(b) hereof. Bylaws means the Companys Amended and Restated Bylaws as in effect as of the date hereof. Certificate of Designation has the meaning assigned to it in the recitals hereof. Certificate of Incorporation means the Companys Amended and Restated Certificate of Incorporation as in effect as of the date hereof. Closing has the meaning assigned to it in Section 2.1 hereof. Closing Date has the meaning assigned to it in Section 2.1 hereof. Code means the Internal Revenue Code of 1986, as amended. Commission means the Securities and Exchange Commission. Common Stock has the meaning assigned to it in the recitals hereof. Company has the meaning assigned to it in the introductory paragraph hereof. Conversion Shares has the meaning assigned to it the recitals hereof. Damages has the meaning assigned to it in Section 10.2(a) hereof. Employee Benefit Plan has the meaning assigned to it in Section 4.16(b) hereof. Encumbrances means any lien, claim, judgment, charge, mortgage, security interest, pledge, escrow, equity or other encumbrance. Environmental Laws has the meaning assigned to it in Section 4.19 hereof. ERISA has the meaning assigned to it in Section 4.16(a) hereof. Exchange Act means the Securities Exchange Act of 1934, as amended. Exempted Person has the meaning assigned to it in Section 6.10 hereof. FDA has the meaning assigned to it in Section 4.27 hereof. GAAP means U.S. generally accepted accounting principles consistently applied. Governmental Entity means any national, federal, state, municipal, local, territorial, foreign or other government or any department, commission, board, bureau, agency, regulatory authority or instrumentality thereof, or any court, judicial, administrative or arbitral body or public or private tribunal. IND has the meaning assigned to it in Section 4.27 hereof. Intellectual Property has the meaning assigned to it in Section 4.20 hereof. Investor Party has the meaning assigned to it in Section 10.2(a) hereof. knowledge of the Company or any similar phrase means the actual knowledge, after due inquiry, of the following persons: Douglas M. Fambrough, III, Jack Green, Barbara Fielman, Bob D. Brown, Jennifer Lockridge, David Miller, Bart Wise and James B. Weissman. Laws has the meaning assigned to it in Section 4.17 hereof. Material Adverse Effect means (i) any material adverse effect on the issuance or validity of the Securities or the transactions contemplated hereby or the enforceability or validity of the Certificate of Designation or on the ability of the Company to perform its obligations under this Agreement and the other Transaction Documents or (ii) any material adverse effect on the financial condition, properties, assets, liabilities, business or operations of the Company and its Subsidiaries, taken as a whole, except, in the case of (i) or (ii) to the extent such effect results directly from the announcement or the existence of this Agreement or the transactions contemplated hereby. Material Contract means all written and oral contracts, agreements, deeds, mortgages, leases, subleases, licenses, instruments, notes, commitments, commissions, undertakings, arrangements and understandings which are required to be filed as exhibits by the Company with the Commission pursuant to Items 601(b)(4) and 601(b)(10) of Regulation S-K promulgated by the Commission. PCAOB has the meaning assigned to it in Section 4.32 hereof. Person means and includes all natural persons, corporations, business trusts, associations, companies, partnerships, joint ventures, limited liability companies and other entities and governments and agencies and political subdivisions. Purchase Price has the meaning assigned to it in Section 1 hereof. Investors has the meaning assigned to it in the introductory paragraph of this Agreement and shall include any Affiliates of the Investors. Registration Rights Agre

Definitions from Stock Incentive Plan

Definitions. a."Agreement" shall mean the written agreement between the Company and a Participant evidencing an Award.b."Annual Incentive Award" shall mean an Award described in Section 6(g) hereof that is based upon a period of one year or less.c."Award" shall mean any Option, Restricted Stock, Stock Bonus award, Stock Appreciation Right, Performance Award, Other Stock-Based Award or Other Cash-Based Award granted pursuant to the terms of the Plan.d."Board of Directors" shall mean the Board of Directors of the Company.e."Cause" shall mean a termination of a Participant's employment by the Company or any of its Subsidiaries due to (i) the continued failure, after written notice, by such Participant substantially to perform his or her duties with the Company or any of its Subsidiaries (other than any such failure resulting from incapacity due to reasonably documented physical illness or injury or mental illness), (ii) the engagement by such Participant in serious misconduct that causes, or in the good faith judgment of the Board of Directors may cause, harm (financial or otherwise) to the Company or any of its Subsidiaries including, without limitation, the disclosure of material secret or confidential information of the Company or any of its Subsidiaries, or (iii) the material breach by the Participant of any agreement between such Participant, on the one hand, and the Company, on the other hand. Notwithstanding the above, with respect to any Participant who is a party to an employment agreement with the Company, Cause shall have the meaning set forth in such employment agreement.f.A "Change in Control" shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:i. any Person is or becomes the "Beneficial Owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company) representing 30% or more of the Company's then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (A) of paragraph (iii) below; orii.the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the Effective Date, constitute the Board of Directors and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board of Directors or nomination for election by the Company's stockholders was approved or recommended by a vote of at least a two-thirds of the directors then still in office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended; oriii.there is consummated a merger or consolidation of the Company with any other corporation other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a re-capitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company) representing 30% or more of the combined voting power of the Company's then outstanding securities; oriv.the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity at least 75% of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership of the Company immediately prior to such sale.g."Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder. References in the Plan to specific sections of the Code shall be deemed to include any successor provisions thereto.h."Committee" shall mean, at the discretion of the Board of Directors, a Committee of the Board of Directors, which shall consist of two or more

Definitions from Stock Purchase Agreement by and Among

This ASSET AND STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of April [*], 2016, is made by and among Unique Fabricating NA, Inc., a Delaware Corporation ("Unique" or the "U.S. Buyer"), Unique-Intasco Canada, Inc., a British Columbia corporation (the "Canadian Buyer" and together with U.S. Buyer, the "Buyer"), G.C.C. Holdings Ltd., an Ontario corporation (together with its successor in amalgamation ("Amalco") that will occur as part of the Amalgamation and Reorganization, as hereinafter defined, "GCC"), Intasco Corporation, an Ontario corporation ("Intasco"), G. Craig Combe ("Combe" and together with GCC and Intasco, the "Seller")) and The Combe Family Trust, formed by The Combe Family Trust Agreement, dated December 22, 1999, under the laws of Ontario, Canada (the "Old Trust").

Definitions. As used herein, the following terms have the following meanings.For purposes of this Agreement:"2505710" has the meaning set forth in the recitals."2505712" means 2505712 Ontario Limited."Accounts Receivable" means trade receivables, non-trade receivables and accrued revenues of Intasco and Intasco USA."Actions" means any litigation, hearing, suit, claim, complaint, legal proceeding, administrative enforcement proceeding or arbitration proceeding, including, without limitation, any of the foregoing by or before any Governmental Authority."Affiliate" of any Person means any other Person which, directly or indirectly, controls or is controlled by that Person, or is under common control with that Person. For the purposes of this definition, "control" (including, with correlative meaning, the terms "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. For purposes hereof, each of Intasco, Intasco USA (preceding the purchase of the Purchased Shares), GCC and any successor to any of them in the Amalgamation and Reorganization and the Equity Holders shall be deemed to be Affiliates of each other."Agreement" has the meaning set forth in the preamble."Agreement Date" means the date of this Agreement."Allocation" has the meaning set forth in Section 6.11(b)."Amalco" has the meaning set forth in the recitals."Amalgamation and Reorganization" has the meaning set forth in the recitals."Assets Purchase Price" has the meaning set forth in Section 2.3(b)."Assumed Liabilities" has the meaning set forth in Section 2.5(a)."Audited Balance Sheet" has the meaning set forth in Section 4.7."Bill of Sale and Assumption Agreements" means the bills of sale, deeds, assignments and other documents (including, as applicable, patent assignments, trademark assignments and copyright assignments) conveying to Canadian Buyer all of the Purchased Assets, which documents shall be in forms and substance satisfactory to Canadian Buyer."Bulk Sales Act Statement" has the meaning set forth in Section 7.3(h)."Business" means the business of Intasco and Intasco USA, including manufacturing, inventing, marketing, developing, selling or distributing interior and exterior attachment systems utilizing pressure sensitive films, foams and adhesives for consumer and commercial vehicles. "Business Day" means any day other than a Saturday, Sunday or a day on which banks in New York, New York or Toronto, Ontario are authorized or obligated by Law or executive order to close."Buyer" has the meaning set forth in the preamble."Buyer Claim" has the meaning set forth in Section 9.6(b)."Buyer Claims Notice" has the meaning set forth in Section 9.6(b)."Buyer Indemnitees" has the meaning set forth in Section 9.3."Canadian Buyer" has the meaning set forth in the preamble."Cap" has the meaning set forth in Section 9.4(b)."Cash" as of any time means cash balances on hand in bank accounts at such time plus cash equivalents recorded consistent with past practice."Cash Purchase Price" has the meaning set forth in Section 2.3(b)."CERCLA" has the meaning set forth in the definition of "Environmental Law.""Claim" means a Buyer Claim or a Seller Claim, as the context requires."Claim Response" has the meaning set forth in Section 9.6(a)."Cleanup" has the meaning set forth in Section 9.8(f)."Closing" has the meaning set forth in Section 3.1."Closing Date" has the meaning set forth in Section 3.1."Closing Working Capital" has the meaning set forth in Section 2.4(a)(ii)."COBRA" has the meaning set forth in Section 4.14(e)."Code" means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder."Company Debt" means (a) any Liability of Intasco and/or Intasco USA (i) for borrowed money (including the current portion thereof), (ii) under any reimbursement obligation relating to draws under any letter of credit, bankers' acceptance or note purchase facility, (iii) for the payment of money relating to leases which, in accordance with GAAP, are required to be classified as capitalized lease obligations, (iv) under any conditional sale or other title retention agreement with respect to acquired property, or for all or any part of the deferred purchase price of property, and/or (v) evidenced by any note, bond, debenture or other similar instrument, and (b) any Liability of others described in the preceding clause (a) that Intasco and/or Intasco USA has guaranteed, that is recourse to either or any of their respective assets or that is otherwise its legal liability or that is secured in whole or in part by the assets of either. For purposes of this Agreement, Company Debt also includes any and all accrued interest, success fees, prepayment premiums, make-whole premiums, bank overdrafts or penalties an

Definitions from Indenture

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada (the "Warrant Agent"),

Definitions. In this Indenture, including the recitals and schedules hereto, and in all indentures supplemental hereto: "Adjustment Period" means the period from the Effective Date up to and including the Expiry Time; "Applicable Legislation" means any statute of Canada or a province thereof, and the regulations under any such named or other statute, relating to warrant indentures or to the rights, duties and obligations of warrant agents under warrant indentures, to the extent that such provisions are at the time in force and applicable to this Indenture; "Applicable Securities Laws" means the applicable securities laws and regulations, of each of the provinces and territories of Canada, and the applicable federal and state securities laws and regulations of the United States, together with all related rules, policies, notices and orders of applicable Regulatory Authorities; "Attribution Parties" has the meaning set forth in Section 3.10(2); "Auditors" means a firm of professional accountants duly appointed as auditors of the Corporation, from time to time; "Authenticated" means (a) with respect to the issuance of a Warrant Certificate, one which has been duly signed by the Corporation and authenticated by manual signature of an authorized officer of the Warrant Agent, and (b) with respect to the issuance of an Uncertificated Warrant, one in respect of which the Warrant Agent has completed all Internal Procedures such that the particulars of such Uncertificated Warrant as required by Section 2.7 are entered in the register of holders of Warrants. "Authenticate", "Authenticating" and "Authentication" have the appropriate correlative meanings; "Beneficial Ownership Limitation" has the meaning set forth in Section 3.10(2); "Book Entry Only Participants" means institutions that participate directly or indirectly in the Depository's book entry registration system for the Warrants; "Book Entry Only Warrants" means Warrants that are to be or are held only by or on behalf of the Depository; "Bloomberg" means Bloomberg, L.P.; "Business Day" means any day other than Saturday, Sunday or a statutory or civic holiday, or any other day on which banks are not open for in-person business in the City of Vancouver, Province of British Columbia; "Buy-in" has the meaning set forth in Section 3.6(4); "Certificated Warrant" means a Warrant evidenced by a writing or writings substantially in the form of Schedule "A", attached hereto; "Common Share Delivery Date" has the meaning set forth in Section 3.6(2); "Common Shares" means, subject to Article 4, fully paid and non-assessable common shares in the capital of the Corporation as presently constituted; "Compensation Warrants" means up to 370,875 Warrants granted to the Underwriters pursuant to the Underwriting Agreement; "Confirmation" has the meaning set forth in Section 3.2(2); "Convertible Security" means a security of the Corporation (other than the Warrants) or of any other issuer convertible into or exchangeable for or otherwise carrying the right to acquire Common Shares; "Counsel" means a barrister or solicitor or a firm of barristers and solicitors retained by the Warrant Agent or retained by the Corporation, which may or may not be counsel for the Corporation; "Current Market Price" of the Common Shares at any date means the VWAP for the 20 consecutive Trading Days immediately preceding such date; "Depository" means CDS Clearing and Depository Services Inc., The Depository Trust Company or such other Person as is designated in writing by the Corporation to act as depository in respect of the Warrants; "Depository Global Warrants" means Warrants representing all or a portion of the aggregate number of Warrants issued in the name of the applicable Depository represented by an Uncertificated Warrant, or if requested by the applicable Depository or the Corporation, by a Warrant Certificate; "Dividends" means any dividends paid by the Corporation; "Effective Date" means the date of this Indenture; "Equity Shares" means the Common Shares and any shares of any other class or series of the Corporation which may from time to time be authorized for issue if by their terms such shares confer on the holders thereof the right to participate in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation beyond a fixed sum or a fixed sum plus accrued dividends; "Exchange Rate" means the number of Common Shares subject to the right of purchase under each Warrant; "Exercise Date" means, in relation to the Warrants, the Business Day on which an Exercise Notice attached to such Warrant is validly exercised or deemed to be validly exercised in accordance with Article 3 hereof; "Exercise Notice" has the meaning set forth in Section 3.2(1); "Exercise Price" at any time means the price at which a whole Common Share may be purchased by the exercise of a whole Warrant, which is initially US$1.92 per Common Share, payable in U.S. funds, subject to a

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of [*], 2016, by and among Gran Tierra Energy Inc., a Nevada corporation (the "Company"), and the undersigned parties on the signature pages hereto (the "Purchasers").

Definitions. As used in this Agreement, the following terms shall have the following meanings: "Additional Payments" is defined in Section 7(a). "Affiliate" means, as to any specified Person, (i) any Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the specified Person, (ii) any executive officer, director, trustee or general partner of the specified Person and (iii) any legal entity for which the specified Person acts as an executive officer, director, trustee or general partner. For purposes of this definition, "control" (including the correlative meanings of the terms "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly, or indirectly through one or more intermediaries, of the power to direct or cause the direction of the management and policies of such Person, whether by contract, through the ownership of voting securities, partnership interests or other equity interests or otherwise. "Agreement" is defined in the introductory paragraph of this Agreement. "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New York are authorized or obligated by applicable law, regulation or executive order to close. "Closing Date" means, with respect to each Purchaser, the Closing Date as defined in such Purchaser's Subscription Agreement. "Commission" means the Securities and Exchange Commission. "Common Shares" is defined in the first recital clause of this Agreement. "Common Stock" is defined in the first recital clause of this Agreement. "Company" is defined in the introductory paragraph of this Agreement, and any successor thereto. "End of Suspension Notice" is defined in Section 5(b) hereof. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission pursuant thereto. "FINRA" means the Financial Industry Regulatory Authority. "Holder" means each beneficial owner of any Registrable Securities from time to time. "Losses" is defined in Section 6(a) hereof. "Mandatory Registration Statement" is defined in Section 2(a) hereof. "NYSE MKT" means the NYSE MKT LLC (organization) values">NYSE MKT LLC. "Offering" is defined in the first recital clause of this Agreement. "Person" means an individual, limited liability company, partnership, corporation, trust, unincorporated organization, government or agency or political subdivision thereof, or any other legal entity. "Prospectus" means the prospectus included in any Mandatory Registration Statement, including any preliminary prospectus, and all other amendments and supplements to any such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference, if any, in such prospectus. "Purchaser" is defined in the introductory paragraph of this Agreement. "Registrable Securities" means the Common Shares issuable upon exchange of the Subscription Receipts, upon original issuance thereof, and at all times subsequent thereto, including upon the transfer thereof by the original holder or any subsequent holder, until the earliest to occur of the date on which they have been sold pursuant to a Mandatory Registration Statement or sold pursuant to Rule 144. "Registration Default" is defined in Section 7(a). "Registration Expenses" means any and all expenses incident to the performance of or compliance with this Agreement, including, without limitation: (i) all Commission, securities exchange, NYSE MKT, TSX and FINRA fees, (ii) all fees and expenses incurred in connection with compliance with U.S. federal or state, Canadian provincial, or other non-U.S. securities or blue sky laws (including, without limitation, any registration, listing and filing fees and reasonable fees and disbursements of counsel in connection with blue sky qualification of any of the Registrable Securities and the preparation of a blue sky memorandum and compliance with the rules of FINRA, NYSE MKT and TSX), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, duplicating, printing, delivering and distributing any Mandatory Registration Statement, any Prospectus, any amendments or supplements thereto, certificates and any other documents relating to the performance under and compliance with this Agreement, (iv) all fees and expenses incurred in connection with the listing or inclusion of any of the Registrable Securities on the NYSE MKT and TSX pursuant to Section 4(j) of this Agreement, (v) the fees and disbursements of counsel for the Company and of the independent public accountants of the Company, (vi) any expenses incurred by the Purchasers in connection with any Mandatory Registration Statement and (vii) any other fees and disbursements customarily paid in issues and sales of securities (including the fees and expenses of any experts retained by the

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of June 2, 2016 by and among Pieris Pharmaceuticals, Inc., a Nevada corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively, the Purchasers).

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have the meanings indicated in this Section 1.1: Accredited Investor Questionnaire means the Accredited Investor Questionnaire set forth as Exhibit C-1 hereto. Action means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or, to the Companys Knowledge, threatened against the Company or any of their respective properties or any officer, director or employee of the Company acting in his or her capacity as an officer, director or employee before or by any federal, state, county, local or foreign court, arbitrator, governmental or administrative agency, regulatory authority, stock market, stock exchange or trading facility. 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 Person, as such terms are used in and construed under Rule 405 under the Securities Act. With respect to a Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Purchaser will be deemed to be an Affiliate of such Purchaser. Agreement has the meaning set forth in the Preamble. Board of Directors means the board of directors of the Company. Business Day means any day except Saturday, Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Buy-In has the meaning set forth in Section 4.1(f). Buy-In Price has the meaning set forth in Section 4.1(f). Certificate of Designation means the Certificate of Designation to be filed prior to the Closing by the Company with the Nevada Secretary of State, in the form of Exhibit H attached hereto. Closing means the closing of the purchase and sale of the Shares and the Warrants on the Closing Date pursuant to Section 2.1. Closing Bid Price means, for any security as of any date, (a) the last reported closing bid price per share for such security on the Principal Trading Market, as reported by Bloomberg Financial Markets, or, (b) if the Principal Trading Market begins to operate on an extended hours basis and does not designate the closing bid price then the last bid price of such security prior to 4:00 p.m., New York City time, as reported by Bloomberg Financial Markets, or (c) if the foregoing do not apply, the last closing price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg Financial Markets, or, (d) if no closing bid price is reported for such security by Bloomberg Financial Markets, the average of the bid prices of any market makers for such security as reported in the pink sheets by Pink Sheets LLC. If the Closing Bid Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the Company and the holder of such security. If the Company and such holder are unable to agree upon the fair market value of such security, then the Board of Directors shall use its good faith judgment to determine the fair market value. The Board of Directors determination shall be binding on all parties absent demonstrable error. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period. Closing Date means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all of the conditions set forth in Sections 2.1, 2.2, 5.1 and 5.2 hereof are satisfied or waived, as the case may be, or such other date as the parties may agree. Commission has the meaning set forth in the Recitals. Common Shares has the meaning set forth in the Recitals. Common Stock has the meaning set forth in the Recitals, and also includes any other class of securities into which the Common Stock may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company 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 exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock or other securities that entitle the holder to receive, directly or indirectly, Common Stock. Company has the meaning set forth in the Preamble. Company Counsel means Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., with offices located at One Financial Center, Boston, Massachusetts 02111. C