Ontario Uses in DEFINITIONS Clause

DEFINITIONS

As a holder of common shares (Common Shares) of Fortis Inc. (the Company), you should read this document carefully before making any decision regarding participation in the second amended and restated dividend reinvestment and share purchase plan of the Company (the Plan). In addition, if you are a non-registered holder of Common Shares you should refer to Section 4.1.

DEFINITIONS. 2009 Plan means the Companys amended and restated dividend reinvestment and share purchase plan effective January 1, 2009, which plan is superseded by the Plan. Anti-Money Laundering Act has the meaning set out in Section 5.2. Average Market Price has the meaning set out in Section 5.5. Business Day means any day on which the Plan Agents offices in the Province of Quebec, the TSX and each other stock exchange on which the Common Shares may from time to time be listed and posted for trading are generally open, but does not include a Saturday, Sunday, civic or statutory holiday in Toronto, Ontario or St. Johns, Newfoundland & Labrador. Common Shares means common shares of the Company. Company means Fortis Inc. CSPP means the Companys consumer share purchase plan, as amended from time to time, pursuant to which Shareholders resident in the provinces of Newfoundland & Labrador and Prince Edward Island can elect to have their cash dividends on Common Shares automatically reinvested in the Company. Discount has the meaning set out in Section 6. Dividend Payment Date means the date chosen by the Board of Directors of the Company for the payment of a cash dividend on Common Shares. This historically has been a Business Day in each of March, June, September and December of each year. Dividend Record Date means the date chosen by the Board of Directors of the Company to determine those Shareholders entitled to receive payment of the dividend on Common Shares. ESPP means the Companys employee share purchase plan, as amended from time to time, pursuant to which employees of the Company and its subsidiaries are entitled to invest in Common Shares of the Company on a preferential basis. Intermediary means a securities broker or dealer, bank, trust company, financial organization or any other nominee. Investment Date means for the reinvestment of dividends and optional cash purchases under the Plan, the Dividend Payment Date. Market Purchase has the meaning set out in Section 5.4. NYSE means the New York Stock Exchange, or any successor stock exchange. Optional Cash Payment has the meaning set out in Section 5.2. Participant means a Shareholder holding at least the minimum number of Common Shares required pursuant to this Plan on the applicable Dividend Record Date who is:

Definitions from Award Agreement

You have been granted an award of Restricted Stock Units pursuant to the terms of the Pegasystems Inc. Amended and Restated 2004 Long-Term Incentive Plan (the Plan).

Definitions. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan. {20. Exhibit B. Notwithstanding any provision herein, the Recipients participation in the Plan shall be subject to any special terms and conditions as set forth in Exhibit B for the Recipients country of residence, if any. The Exhibit B constitutes part of this Award Agreement.} {Exhibit B To Notice of Grant of Award and Award Agreement for Non-U.S. Employees This Exhibit B includes additional terms and conditions that govern the RSUs granted to the Recipient if the Recipient resides in the countries contained herein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Notice of Grant of Award and Award Agreement for Non-U.S. Employees (of which this Exhibit B is a part) or the Plan. This Exhibit B also includes information regarding exchange controls and certain other issues of which the Recipient should be aware with respect to the Recipients participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of December 2009, unless otherwise notated. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Recipient not rely on the information noted herein as the only source of information relating to the consequences of the Recipients participation in the Plan because the information may be out of date at the time the Recipient acquires shares of Common Stock or sells shares of Common Stock the Recipient acquires under the Plan. In addition, the information is general in nature and may not apply to the Recipients particular situation, and the Company is not in a position to assure the Recipient of any particular result. Accordingly, the Recipient is strongly advised to seek appropriate professional advice as to how the relevant laws in the Recipients country apply to the Recipients specific situation. If the Recipient is a citizen or resident of another country, or is considered a resident of another country for local law purposes, the information contained in this Exhibit B may not be applicable to the Recipient. Australia Withholding This provision supplements Section 8 (Withholding): Prior to the relevant taxable event, the Recipient will provide the Company with their Australian Tax File Number (TFN) or Australian Business Number (ABN). Failure to do so will result in the requirement for the Company to withhold Australian tax at the rate of 46.5%. Reform to the taxation of Employee share schemes With effect from 1 July 2009, RSUs shall be taxed up front, unless there is a real risk of forfeiture. Where there is a real risk of forfeiture, RSUs shall generally be taxed at the earliest of: Vesting of the award (when it is no longer subject to forfeiture) Cessation of employment 7 years after grant Canada Vesting of RSUs Income tax arises on the fair market value of the shares on vesting. No deferral election is possible for RSUs. For further clarity, any shares issued of the Common Stock of the Company under an RSU shall be issued solely in the name of the Recipient and not in the name of any other person, including a person with whom the Recipient is dealing at non-arms length. The Recipient shall receive shares of the Common Stock of the Company and under no circumstances shall the Administrator elect to have the Recipient receive cash (or any other security) in lieu of the Common Stock of the Company. To this effect, section 13(e) of the Plan (and any other similar section) do not apply in Canada. Furthermore, at all times the Recipient should hold less than 10% of the shares of the Common Stock of the Company or any Related Company. Withholding The paragraphs below replace Section 4 of Exhibit A to the Award Agreement: Generally, there are Canadian requirements to withhold source deductions on the vesting of RSUs. Although RSU benefits are considered to be remuneration subject to source deductions, Canada recognizes that requiring additional withholding from cash payments, such as normal salary, as a result of a stock benefit can create hardship for the employee. This hardship will be created when either the benefit is very large in proportion to the employees normal salary or the award vests later in the year. As a result, employers may make withholdings from employees cash remuneration to the extent possible, without imposing actual hardship. Where the non-cash benefit is the only form of income received from that employer, the employer will not be required to withhold tax on the amount of such benefits. RSU benefits are also subject to social security taxes in Canada. These benefits are subject to Canada Pension Plan withholdings but not Employment Insurance withholdings. The province of Ontario will also levy payroll taxes to fund the Canadian health service. The employment benefit will be reported on the Reci

Definitions

Definitions. Administrative Agent means the financial services firm or other agent designated by the Corporation to maintain ESPP Accounts on behalf of Participants who have purchased Subordinate Voting Shares under the Plan; Affiliate has the meaning attributed thereto in National Instrument 45-106 Prospectus Exemptions; Blackout Period means a period of time when, pursuant to any policies of the Corporation (including the Corporations insider trading policy), any securities of the Corporation may not be traded by certain persons designated by the Corporation; Board means the board of directors of the Corporation; Business Day means a day other than a Saturday, Sunday or statutory holiday, when banks are generally open for business in Toronto, Ontario and New York, New York, for the transaction of banking business; Compensation means the base salary or base hourly wages for non-overtime work paid to an Eligible Employee by a Participating Entity as compensation for services to a Participating Entity, before deduction for any contributions made by the Eligible Employee to any tax-qualified or nonqualified deferred compensation plan or contributions for any health or welfare benefit programs; Corporate Transaction means a sale or conveyance of all or substantially all of the property and assets of the Corporation or any merger, consolidation, amalgamation, combination, plan of arrangement or offer to acquire all of the outstanding Subordinate Voting Shares or other similar transaction; Corporation means Canada Goose Holdings Inc. and its respective successors and assigns, and any reference in the Plan to action by the Corporation means action by or under the authority of the Board or any person or committee that has been designated for the purpose by the Board; Eligible Employee means an Employee who is customarily employed for at least twenty-five (25) hours per week and more than five (5) months in any calendar year. Notwithstanding the foregoing, the Board may exclude from participation in the Plan or in any Offering Period Employees who are participating in another equity-based incentive program, Employees who have been employed by any Participating Entity for less than six (6) months, officers of any Participating Entity and Employees whose principal duties consist of supervising the work of other Employees. The Board may from time to time establish different eligibility standards for Employees; Employee means any person who renders services to a Participating Entity as an employee pursuant to an employment relationship with such employer. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on military leave, sick leave or other leave of absence approved by a Participating Entity. Where the period of leave exceeds three (3) months, and the individuals right to re-employment is not guaranteed by statute or contract, the employment relationship shall be deemed to have terminated on the first day immediately following such three-month period; Enrollment Form means an agreement pursuant to which an Eligible Employee may elect to enroll in the Plan, to authorize a new level of payroll deductions, or to stop payroll deductions and withdraw from an Offering Period; ESPP Account means an account into which Subordinate Voting Shares purchased with the accumulated Participants Contribution and the applicable Employer Contribution at the end of an Offering Period are held on behalf of a Participant; Fair Market Value means, as of any date, (i) the closing price of the Subordinate Voting Shares on the TSX, in relation to Participants whose Compensation is paid in Canadian dollars, (ii) the closing price of the Subordinate Voting Shares on the NYSE, in relation to Participants whose Compensation is paid in U.S. dollars or any other foreign currency, or (iii) if the Subordinate Voting Shares are not listed on such stock exchanges, the value as is determined solely by the Board, acting in good faith; Multiple Voting Share means a multiple voting share in the capital of the Corporation; NYSE means the New York Stock Exchange; Offering Date means the first Trading Day of each Offering Period as designated by the Board; Offering Period means the period of time Participants Contributions are accumulated for the purchase of Subordinate Voting Shares under this Plan on the Purchase Date. Pursuant to Section 9, the Board may change the duration of future Offering Periods and/or the start and end dates of future Offering Periods; Participant means an Eligible Employee who is actively participating in the Plan; Participating Entity means the Corporation and any Affiliate of the Corporation which is designated by the Board from time to time in its sole discretion; Plan means this Canada Goose Holdings Inc. Employee Share Purchase Plan, as set forth herein, and as amended from time to time; Purchase Date means the last Trading Day of each Offering Period; Share Compensation Arr

Definitions from Award Agreement

You have been granted an award of Restricted Stock Units pursuant to the terms of the Pegasystems Inc. Amended and Restated 2004 Long-Term Incentive Plan (the Plan).

Definitions. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan. {20. Exhibit B. Notwithstanding any provision herein, the Recipients participation in the Plan shall be subject to any special terms and conditions as set forth in Exhibit B for the Recipients country of residence, if any. The Exhibit B constitutes part of this Award Agreement.} {Exhibit B To Notice of Grant of Award and Award Agreement for Non-U.S. Employees This Exhibit B includes additional terms and conditions that govern the RSUs granted to the Recipient if the Recipient resides in the countries contained herein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Notice of Grant of Award and Award Agreement for Non-U.S. Employees (of which this Exhibit B is a part) or the Plan. This Exhibit B also includes information regarding exchange controls and certain other issues of which the Recipient should be aware with respect to the Recipients participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of December 2009, unless otherwise notated. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Recipient not rely on the information noted herein as the only source of information relating to the consequences of the Recipients participation in the Plan because the information may be out of date at the time the Recipient acquires shares of Common Stock or sells shares of Common Stock the Recipient acquires under the Plan. In addition, the information is general in nature and may not apply to the Recipients particular situation, and the Company is not in a position to assure the Recipient of any particular result. Accordingly, the Recipient is strongly advised to seek appropriate professional advice as to how the relevant laws in the Recipients country apply to the Recipients specific situation. If the Recipient is a citizen or resident of another country, or is considered a resident of another country for local law purposes, the information contained in this Exhibit B may not be applicable to the Recipient. Australia Withholding This provision supplements Section 8 (Withholding): Prior to the relevant taxable event, the Recipient will provide the Company with their Australian Tax File Number (TFN) or Australian Business Number (ABN). Failure to do so will result in the requirement for the Company to withhold Australian tax at the rate of 46.5%. Reform to the taxation of Employee share schemes With effect from 1 July 2009, RSUs shall be taxed up front, unless there is a real risk of forfeiture. Where there is a real risk of forfeiture, RSUs shall generally be taxed at the earliest of: Vesting of the award (when it is no longer subject to forfeiture) Cessation of employment 7 years after grant Canada Vesting of RSUs Income tax arises on the fair market value of the shares on vesting. No deferral election is possible for RSUs. For further clarity, any shares issued of the Common Stock of the Company under an RSU shall be issued solely in the name of the Recipient and not in the name of any other person, including a person with whom the Recipient is dealing at non-arms length. The Recipient shall receive shares of the Common Stock of the Company and under no circumstances shall the Administrator elect to have the Recipient receive cash (or any other security) in lieu of the Common Stock of the Company. To this effect, section 13(e) of the Plan (and any other similar section) do not apply in Canada. Furthermore, at all times the Recipient should hold less than 10% of the shares of the Common Stock of the Company or any Related Company. Withholding The paragraphs below replace Section 4 of Exhibit A to the Award Agreement: Generally, there are Canadian requirements to withhold source deductions on the vesting of RSUs. Although RSU benefits are considered to be remuneration subject to source deductions, Canada recognizes that requiring additional withholding from cash payments, such as normal salary, as a result of a stock benefit can create hardship for the employee. This hardship will be created when either the benefit is very large in proportion to the employees normal salary or the award vests later in the year. As a result, employers may make withholdings from employees cash remuneration to the extent possible, without imposing actual hardship. Where the non-cash benefit is the only form of income received from that employer, the employer will not be required to withhold tax on the amount of such benefits. RSU benefits are also subject to social security taxes in Canada. These benefits are subject to Canada Pension Plan withholdings but not Employment Insurance withholdings. The province of Ontario will also levy payroll taxes to fund the Canadian health service. The employment benefit will be reported on the Reci

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of December 22, 2016, between BioAmber Inc., a Delaware corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively, the Purchasers).

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1: Acquiring Person shall have the meaning ascribed to such term in Section 4.5. Action shall have the meaning ascribed to such term in Section 3.1(j). Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the US 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. Canadian Exchange shall have the meaning ascribed to such term in Section 2.2. Canadian Securities Laws shall have the meaning ascribed to such term in the preamble. Closing means the closing of the purchase and sale of the Purchase Warrants pursuant to Section 2.3. Closing Date shall have the meaning ascribed to such term in Section 2.3. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.01 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Escrow Agent shall have the meaning ascribed to such term in Section 2.2. Escrow Agreement means the escrow agreement entered into between the Company and the Escrow Agent providing for the deposit and release of the Subscription Amount in the manner specified in Section 2.2. Evaluation Date shall have the meaning ascribed to such term in Section 3.1(s). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. FCPA means the Foreign Corrupt Practices Act of 1977, as amended. GAAP shall have the meaning ascribed to such term in Section 3.1(h). Indebtedness shall have the meaning ascribed to such term in Section 3.1(bb). Intellectual Property shall have the meaning ascribed to such term in Section 3.1(p). 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(b). Material Permits shall have the meaning ascribed to such term in Section 3.1(n). NI 45-106 means National Instrument 45-106 Prospectus Exemptions of the Canadian Securities Administrators. OSA means the Securities Act (Ontario). 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. Placement Agent means, collectively, Rodman & Renshaw, a unit of H.C. Wainwright, Co., LLC., and AltaCorp Capital Inc. Proceeding means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened. Purchase Warrants means the purchase warrants of the Company issued or issuable to each Purchaser pursuant to this Agreement, each substantially in the form of Schedule 1.1. Purchaser Party shall have the meaning ascribed to such term in Section 4.8. Qualification Date shall have the meaning ascribed to such term in Section 2.2. Qualification Deadline shall have the meaning ascribed to such term in Section 2.2. Qualification Prospectus shall have the meaning ascribed to such term in Section 2.2. Required Approvals shall have the meaning ascribed to such term in Section 3.1(e). Rule 144 means Rule 144 promulgated by the Commission pursuant to the US 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. Rule 424 means Rule 424 promulgated by the Commission pursuant to the US 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(h). Short Sales means all short sales as defined in Rule 200 of Regulation SHO under the Exchange

DEFINITIONS from Asset Purchase Agreement

This Asset Purchase Agreement (this Agreement), dated as of December 14, 2016 is entered into between Sotawall Inc., an Ontario corporation (the Vendor), Juan A. Speck (the Principal and, together with the Vendor, the Vendor Parties) and WPP Acquisition Corporation, an Ontario corporation (the Purchaser).

DEFINITIONS. The following terms have the meanings specified or referred to in this Article I: Accounts Receivable has the meaning set forth in Section 2.01(a). Action means any claim, action, application, cause of action, complaint, demand, lawsuit, arbitration, inquiry, audit, lien, notice of assessment, notice of reassessment, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, investigative, regulatory or otherwise, whether at law or in equity. Adjustment Report has the meaning set forth in Section 2.06(d). Affiliate when used to indicate a relationship with a specified Person, means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified Person and a Person shall be deemed to be controlled by another Person if controlled in any manner whatsoever that results in control in fact by that other Person (or that other Person and any Person or Persons with whom that other Person is acting jointly or in concert), whether directly or indirectly. For the purposes of this definition, control, when used with respect to any specified Person, means the power to direct the management and policies of that Person directly or indirectly, whether through ownership of securities, by trust, by contract or otherwise; and the term controlled has a corresponding meaning; provided that, in any event, any Person that owns directly, indirectly or beneficially 50% or more of the securities having voting power for the election of directors or other governing body of a corporation or 50% or more of the partnership interests or other ownership interests of any other Person will be deemed to control that Person. Affiliate Owned Real Property has the meaning set forth in Section 4.10(a). Agreement has the meaning set forth in the preamble. Allocation Schedule has the meaning set forth in Section 2.08. Assigned Contracts has the meaning set forth in Section 2.01(c). Assignment and Assumption Agreement has the meaning set forth in Section 3.02(a)(iii). Assignment and Assumption of Lease has the meaning set forth in Section 3.02(a)(v). Assumed Liabilities has the meaning set forth in Section 2.03. Balance Sheet has the meaning set forth in the definition of Financial Statements in this Article I. Balance Sheet Date has the meaning set forth in the definition of Financial Statements in this Article I. Base Purchase Price has the meaning set forth in Section 2.05(a)(i). Basket has the meaning set forth in Section 7.04(a). Benefit Plan means all the employee benefit, bonus, deferred compensation, incentive compensation, share purchase, share appreciation, share option, hospitalization, health, welfare, medical, dental, disability, life insurance, change of control, pension, retirement, savings and similar plans, agreements, programs, policies, practices, and arrangements (whether oral or written, formal or informal, funded or unfunded, insured or self-insured) relating to any employees or former employees of the Vendor maintained, sponsored or funded by the Vendor, other than benefit plans established pursuant to statute including the Canada Pension Plan, Quebec Pension Plan and plans administered under applicable provincial health tax, workers compensation, workplace health and safety and employment insurance legislation. Bill of Sale and General Conveyance has the meaning set forth in Section 3.02(a)(ii). Books and Records has the meaning set forth in Section 2.01(l). Business has the meaning set forth in the recitals. Business Day means any day except Saturday, Sunday or any other day on which banks located in the City of Toronto are authorized or required by Law to be closed for business. Business Name means a business or trade name used by the Vendor in connection with or normally associated with the Business (whether or not the Vendor was entitled to use such names by virtue of a registration or a licence or other agreement). Cap has the meaning set forth in Section 7.04(a). Closing has the meaning set forth in Section 3.01. Closing Date has the meaning set forth in Section 3.01. Closing Time means 8:00 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the parties agree in writing that the Closing shall take place. Closing Working Capital has the meaning set forth in Section 2.06(a). Closing Working Capital Statement has the meaning set forth in Section 2.06(a). Collective Agreement means any collective agreement, letter of understanding, letter of intent, voluntary recognition agreement, Contract or other legally binding commitment with any trade union, association that may qualify as a trade union, council of trade unions, employee bargaining agent or affiliated bargaining agent, which would impose any obligations upon the Vendor in respect of the Employees. Contingent Worker means all Persons employed or retained by a contractor, sub

DEFINITIONS from Share Purchase Agreement

THIS SHARE PURCHASE AGREEMENT (this Agreement) is entered into as of this 30th day of September, 2016, by and between MANITEX INTERNATIONAL, INC., a Michigan corporation (Manitex), LIFTKING, INC., a Michigan corporation (Liftking Parent), LIFTKING ACQUISITION ULC, an Alberta unlimited liability company (Buyer) and MI-JACK PRODUCTS, INC., an Illinois corporation (Buyer Parent).

DEFINITIONS. Without limiting the effect of any other terms defined in the text of this Agreement, the following words shall have the meaning given them in this Article I: 1.1 Affiliate with respect to any specified Person, means any Person which is controlling, controlled by, or under common control, directly or indirectly, with such specified Person, and, if the Person referred to is a natural Person, any member of such Persons immediate family. The term control (including, with correlative meaning, the terms controlled by and under common control with) as used with respect to any Person, means 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. 1.2 Agreement means this Agreement as executed on the date hereof and as amended or supplemented in accordance with the terms hereof, including all Schedules and Disclosure Schedules hereto. 1.3 Balance Sheet has the meaning set forth in Section 1.22. 1.4 Benefit Plan(s) has the meaning set forth in Section 3.23(a). 1.5 Business Day means any day which is not a Saturday, Sunday or a legal holiday in the state of Illinois, the state of Michigan or the Province of Ontario. 1.6 Business means the business of designing, developing and manufacturing niche material handling equipment, including rough terrain forklifts, heavy lift industrial forklifts, vertical forklifts and custom engineered heavy material transporters. 1.7 Buyer Benefit Plans has the meaning set forth in Section 5.9(b). 1.8 Buyer Indemnified Persons has the meaning set forth in Section 7.1. 1.9 Buyer has the meaning set forth in the Preamble. 1.10 Buyer Parent has the meaning set forth in the Preamble. 1.11 Cash means cash, cash equivalents and marketable securities as determined in accordance with GAAP. 1.12 CCC has the meaning set forth in Section 6.2(e). 1.13 Closing Date has the meaning set forth in Section 2.3. 1.14 Closing has the meaning set forth in Section 2.3. 1.15 Company has the meaning set forth in the Recitals. 1.16 Confidentiality Agreement means the confidentiality agreement, dated as of June 3, 2016 by and between Manitex and Buyer Parent. 1.17 Contract means any oral or written contract, agreement, lease, indenture, mortgage, deed of trust, evidence of indebtedness, binding commitment or instrument to which the Company is a party or by which the Company is bound. 1.18 Effective Time means the effective time of the Closing, which shall be deemed to be as of 11:59 p.m. CT on the Closing Date. 1.19 Encumbrances means mortgages, liens, pledges, charges, claims, security interests, options, rights of first refusal, easements, restrictive covenants or other encumbrances. 1.20 Environmental Law means any or all Laws and common law relating to noise and the protection and preservation of the environment, including without limitation, indoor and outdoor air, surface water, waste water, drinking water, storm water, wetlands, groundwater or land, and/or governing the handling, use, generation, treatment, storage or disposal of Hazardous Materials, including without limitation: the Environmental Protection Act, R.S.O. 1990, C. E. 19 and the Ontario Water Resources Act, R.S.O. 1990, C. O. 40, together with all rules, regulations and orders issued thereunder or any provincial or municipal equivalents thereto, and each as any of the same may have been amended up to the date hereof. 1.21 Environmental Permit means any permits, approvals, consents or other authorizations by or pursuant to any Environmental Law in effect on the date hereof, or, with respect to prior time periods, as in effect during the applicable prior period. 1.22 Financial Statements means the unaudited balance sheet of the Company as of July 31, 2016 (the Balance Sheet), and the unaudited balance sheets of the Company and related unaudited statements of profit and loss for the twelve (12)-month periods ended December 31, 2013, 2014 and 2015, and March 31, 2016. 1.23 Fundamental Representation has the meaning set forth in Section 7.5. 1.24 GAAP means U.S. generally accepted accounting principles. 1.25 Government Official means any person qualifying as a public official or public employee under the Laws of any relevant jurisdiction and also includes: (a) a person who holds a legislative, administrative or judicial position in or with a Governmental Authority; (b) a person holding an official position, such as an employee, officer or director, in or with any Governmental Authority or state-owned or controlled enterprise, including a commercial enterprise; (c) any individual acting in an official capacity, such as a delegation of authority, from a Governmental Authority to carry out official responsibilities; (d) an official of a public international organization such as the United Nations, the World Bank, the International Monetary Fund, or regional development banks; (e) a political party,

DEFINITIONS from Amended and Restated

THIS MASTER DEFINITIONS AND CONSTRUCTION AGREEMENT (this "Agreement") initially made as of October 25, 2007 and amended and restated as of July 29, 2016.

DEFINITIONS. Except where the context otherwise requires and save where otherwise defined in the relevant Transaction Document, the following terms when used in the Transaction Documents shall have the following meanings: "24 hours" (where referred to in Schedule 4 to the Trust Deed) has the meaning given to it in Schedule 4 to the Trust Deed; "30/360" has the meaning given to it in Condition 5.10 (Definitions); "30E/360" or "Eurobond Basis" has the meaning given to it in Condition 5.10 (Definitions); "48 hours" (where referred to in Schedule 4 to the Trust Deed) has the meaning given to it in Schedule 4 to the Trust Deed; "360/360" has the meaning given to it in Condition 5.10 (Definitions); "Account Bank" means the bank at which the Guarantor LP Accounts are maintained from time to time being, as at the Programme Establishment Date, Royal Bank of Canada acting through its main branch situated at Royal Bank Plaza, South Tower, Main Floor, 200 Bay Street, Toronto, Ontario, Canada M5J 2J5 and, unless the context otherwise requires, includes the Standby Account Bank, if and when appointed, or such other replacement account bank as may be appointed in accordance with the terms of the Bank Account Agreement; "Account Bank Ratings" means the threshold ratings P-1, F1 short-term or A long-term, or R-1(middle) short term and AA(low) long-term (in respect of Moody's, Fitch and DBRS respectively), as applicable, of the unsecured, unsubordinated and unguaranteed debt obligations or issuer default ratings, as applicable, of the Account Bank by the Rating Agencies; "Accrual Yield" means the rate defined, or determined in accordance with the provisions of, the relevant Final Terms; "Accrued Interest" means in respect of a Loan as at any relevant date the aggregate of all interest accrued but not yet due and payable on the Loan from (and including) the Monthly Payment Date immediately preceding the relevant date to (but excluding) the relevant date; "Actual/360" has the meaning given to it in Condition 5.10 (Definitions); "Actual/365 (Fixed)" has the meaning given to it in Condition 5.10 (Definitions); "Actual/365 (Sterling)" has the meaning given to it in Condition 5.10 (Definitions); "Actual/Actual" or "Actual/Actual (ISDA)" has the meaning given to it in Condition 5.10 (Definitions); "Actual/Actual (ICMA)" has the meaning given to it in Condition 5.10 (Definitions); "Additional Loan Advance" means a further drawing (including, but not limited to, Further Advances) in respect of Loans sold by the Seller to the Guarantor LP; "Adjusted Aggregate Asset Amount" has the meaning given to it in Schedule 2 of the Guarantor LP Agreement; "Adjusted Required Redemption Amount" has the meaning given to it in Schedule 8 of the Guarantor LP Agreement; "Advance" or "Advances" have the meaning given to such terms in Section 2 of the Intercompany Loan Agreement; "Adverse Claim" means a Security Interest, ownership interest, right of set-off or other right or claim of any Person; "Affiliate" means an "affiliated entity" within the meaning of section 1.2 of Ontario Securities Commission Rule (organization) values">Ontario Securities Commission Rule 45-501 under the Securities Act (Ontario) as in effect on the date of this Master Definitions and Construction Agreement; "Agency Agreement" means the agency agreement dated the Programme Establishment Date, and most recently amended and restated as of July 29, 2016, made by and among the Issuer, the Guarantor LP, the Bond Trustee, the Issuing and Paying Agent and the other Paying Agents, the Exchange Agent, the other Registrars and the Transfer Agents, party thereto, as the same may be amended, varied, supplemented, restated or extended from time to time, and any in relation to all or any Series of the Covered Bonds and any other agreement for the time being in force appointing further or other Paying Agents or another Issuing and Paying Agent in relation to all or any Series of the Covered Bonds, or in connection with their duties, the terms of which have previously been approved in writing by the Bond Trustee, together with any agreement for the time being in force amending or modifying with the prior written approval of the Bond Trustee any of the aforesaid agreements; "Agent" means each of the Paying Agents, the Registrar, the Exchange Agent and the Transfer Agent; "Aggregate Asset Amount" has the meaning given to it in Schedule 2 of the Guarantor LP Agreement; "Aggregate Purchase Price" means, for Loans and their Related Security sold by the Seller to the Guarantor LP on a relevant Purchase Date, the amount specified in the related Loan Purchase Notice for such Loans and their Related Security which amount shall be equal to the Fair Market Value for such Loans as of the Cut-Off Date; "AMF" means the Autorite des marches financiers in France; "Amortization Test" has the meaning given to it in Schedule 3 of the Guarantor LP Agreement; "Amortization Test Aggregate Asset Amount" has the same meaning given to "Aggregate Asset Amount" "Amortization Test True Bala

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 Supplemental Indenture

TRANSCANADA PIPELINES LIMITED, a corporation existing under the federal laws of Canada and having an office in the City of Calgary in the Province of Alberta

Definitions. In this supplemental indenture, unless there is something in the subject matter or context inconsistent therewith: Additional Amounts has the meaning ascribed to such term in Section 2.6.2; Canadian Taxes has the meaning ascribed to such term in Section 2.6.2; Closing Date means August 11, 2016; Excluded Holder has the meaning ascribed to such term in Section 2.6.2; Holders means the registered holders, from time to time, of the TCPL Sub Notes - Series 2016-A or, where the context requires, all of such holders; Interest Payment Date means, prior to and including August 15, 2026, February 15 and August 15 and, starting on November 15, 2026, February 15, May 15, August 15 and November 15, of each year during which any TCPL Sub Notes - Series 2016-A are outstanding; Interest Period means, initially, the period from and including the Closing Date to but excluding February 15, 2017 and thereafter from and including each Interest Payment Date to but excluding, the next following Interest Payment Date; Interest Reset Date means August 15, 2026 and every February 15, May 15, August 15 and November 15 of each year during which any TCPL Sub Notes - Series 2016-A are outstanding thereafter until August 15, 2076, on which dates the interest rate on the TCPL Sub Notes Series 2016-A will be reset as described on the Form of Fully Registered TCPL Sub Notes - Series 2016-A attached as Schedule 2.3 hereto; LIBOR means, for any Interest Period, the rate for U.S. dollar borrowings appearing on page LIBOR01 of the Reuters Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Trust from time to time for purposes of providing quotations of interest rates applicable to U.S. dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for U.S. Dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then LIBOR for such Interest Period shall be the rate at which U.S. dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of an agent selected by the Trust in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; Maturity Date means August 15, 2076; Moodys means Moodys Investor Service, Inc.; Original Indenture has the meaning ascribed to such term in the first recital to this supplemental indenture; Rating Event means that the Trust or TCPL has received confirmation from S&P or Moodys that due to (i) any amendment to, clarification of, or change in hybrid capital methodology or a change in the interpretation thereof, in each case occurring or becoming effective after the date of issue of the Trust Notes Series 2016-A; or (ii) the application of a different hybrid capital methodology or set of criteria by S&P or Moodys after the date of issue of the Trust Notes Series 2016-A (due to any reason other than solely as a result of a decrease in the credit rating previously assigned to the Trust Notes Series 2016-A, it being understood that for this purpose a decrease in the credit rating previously assigned to the Trust Notes Series 2016-A means: (A) in the case of S&P, a rating below BBB; (B) in the case of Moodys, a rating below Baa2; and (C) in the case of a designation by another rating agency, below an equivalent rating), the Trust Notes Series 2016-A will no longer be eligible for the same or a higher amount of equity credit (or such other nomenclature that S&P or Moodys may then use to describe equity credit) attributed to the Trust Notes Series 2016-A on the date of issue of the Trust Notes Series 2016-A. Tax Event means the Trust, TCC or TCPL has received an opinion of independent counsel of a nationally recognized law firm in Canada or the United States experienced in such matters (who may be counsel to the Trust, TCC or TCPL) to the effect that, as a result of, (i) any amendment to, clarification of, or change (including any announced prospective change) in, the laws, or any regulations thereunder, or any application or interpretation thereof, of Canada or the United States or any political subdivision or taxing authority thereof or therein, affecting taxation; (ii) any judicial decision, administrative pronouncement, published or private ruling, regulatory procedure, rule, notice, announcement, assessment or reassessment (including any notice or announcement of intent to adopt or issue such decision, pronouncement, ruling, procedure, rule, notice, announcement, assessment or reassessment) (collectively, an administrative action); or (iii) any amendment to, clarification