Parent Shares Uses in Definitions Clause

Definitions from Voting Agreement

This VOTING AGREEMENT (this Agreement), dated as of May 22, 2017, is by and between EnteroMedics Inc., a Delaware corporation (Parent), and Dr. Raj Nihalani (Stockholder), will become effective immediately following the completion of the Merger (as defined below).

Definitions. Capitalized terms used but not defined in this Agreement are used in this Agreement with the meanings given to such terms in the Merger Agreement. In addition, for purposes of this Agreement: Affiliate means, with respect to any specified Person, a Person who, at the time of determination, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified Person. For purposes of this Agreement, with respect to Stockholder, Affiliate does not include Parent and the Persons that directly or indirectly through one or more intermediaries are controlled by Parent. Beneficially Owned or Beneficial Ownership with respect to any securities means having beneficial ownership of such securities (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act), disregarding the phrase within 60 days in paragraph (d)(1)(i) thereof), including pursuant to any agreement, arrangement or understanding, whether or not in writing. Without duplicative counting of the same securities, securities Beneficially Owned by a Person include securities Beneficially Owned by (i) all Affiliates of such Person, and (ii) all other Persons with whom such Person would constitute a group within the meaning of Section 13(d) of the Exchange Act and the rules promulgated thereunder. Beneficial Owner with respect to any securities means a Person that has Beneficial Ownership of such securities. Person has the meaning ascribed thereto in the Merger Agreement. Subject Shares means, with respect to Stockholder, without duplication, (i) the Parent Shares acquired by Stockholder in connection with the Merger as described on Schedule A, (ii) the Escrow Shares, until the earlier of (A) Stockholder no longer serving as Stockholder Representative or (B) such shares are distributed by the escrow agent, and (iii) any additional Parent Shares acquired by Stockholder or over which Stockholder acquires Beneficial Ownership from and after the date hereof, including shares of Parent Common Stock acquired upon the conversion of shares of Parent Preferred Stock. Without limiting the other provisions of this Agreement, in the event that Parent changes the number of Parent Shares or Escrow Shares issued and outstanding prior to the Expiration Date as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, combination, recapitalization, subdivision, or other similar transaction, the number of Subject Shares subject to this Agreement will be equitably adjusted to reflect such change. For purposes of clarification, upon the earlier of (A) Stockholder no longer serving as Stockholder Representative or (B) the distribution of the Escrow Shares by the escrow agent, such shares, other than shares distributed to Stockholder as a former stockholder of the Company, shall no longer be considered Subject Shares or subject to any of the terms of this Agreement.

Definitions from Voting Agreement

This VOTING AGREEMENT (this Agreement), dated as of May 22, 2017, is by and between EnteroMedics Inc., a Delaware corporation (Parent), and Dr. Raj Nihalani (Stockholder), will become effective immediately following the completion of the Merger (as defined below).

Definitions. Capitalized terms used but not defined in this Agreement are used in this Agreement with the meanings given to such terms in the Merger Agreement. In addition, for purposes of this Agreement: Affiliate means, with respect to any specified Person, a Person who, at the time of determination, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified Person. For purposes of this Agreement, with respect to Stockholder, Affiliate does not include Parent and the Persons that directly or indirectly through one or more intermediaries are controlled by Parent. Beneficially Owned or Beneficial Ownership with respect to any securities means having beneficial ownership of such securities (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act), disregarding the phrase within 60 days in paragraph (d)(1)(i) thereof), including pursuant to any agreement, arrangement or understanding, whether or not in writing. Without duplicative counting of the same securities, securities Beneficially Owned by a Person include securities Beneficially Owned by (i) all Affiliates of such Person, and (ii) all other Persons with whom such Person would constitute a group within the meaning of Section 13(d) of the Exchange Act and the rules promulgated thereunder. Beneficial Owner with respect to any securities means a Person that has Beneficial Ownership of such securities. Person has the meaning ascribed thereto in the Merger Agreement. Subject Shares means, with respect to Stockholder, without duplication, (i) the Parent Shares acquired by Stockholder in connection with the Merger as described on Schedule A, (ii) the Escrow Shares, until the earlier of (A) Stockholder no longer serving as Stockholder Representative or (B) such shares are distributed by the escrow agent, and (iii) any additional Parent Shares acquired by Stockholder or over which Stockholder acquires Beneficial Ownership from and after the date hereof, including shares of Parent Common Stock acquired upon the conversion of shares of Parent Preferred Stock. Without limiting the other provisions of this Agreement, in the event that Parent changes the number of Parent Shares or Escrow Shares issued and outstanding prior to the Expiration Date as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, combination, recapitalization, subdivision, or other similar transaction, the number of Subject Shares subject to this Agreement will be equitably adjusted to reflect such change. For purposes of clarification, upon the earlier of (A) Stockholder no longer serving as Stockholder Representative or (B) the distribution of the Escrow Shares by the escrow agent, such shares, other than shares distributed to Stockholder as a former stockholder of the Company, shall no longer be considered Subject Shares or subject to any of the terms of this Agreement.

Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (this Agreement) is made as of October 19, 2012, by and among EMPEIRIA ACQUISITION CORPORATION, a Delaware corporation (Parent), IDE ACQUISITION CO., LLC, a Delaware limited liability company and wholly-owned Subsidiary of Parent (Merger Sub), INTEGRATED DRILLING EQUIPMENT COMPANY HOLDINGS, INC., a Delaware corporation (the Company), and STEPHEN COPE, in his capacity as representative of the Holders pursuant to Article 9 hereof (Representative). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 10 below.

Definitions. For purposes hereof, the following terms, when used herein with initial capital letters, will have the respective meanings set forth herein: 280G Holder Vote has the meaning set forth in Section 5.10. 280G Vote Materials has the meaning set forth in Section 5.10. 2013 EBITDA has the meaning set forth in Section 1.12(b)(iv). Accounting Firm has the meaning set forth in Section 1.05(d). Acquisition Proposal has the meaning set forth in Section 5.05. Affiliate of any particular Person means any other Person controlling, controlled by or under common control with such particular Person. For the purposes of this definition, controlling, controlled and control means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise. Aggregate Merger Consideration has the meaning set forth in Section 1.04(a). Agreed Accounting Principles means GAAP, as applied in a manner consistent with the determination thereof in the preparation of the Companys audited Financial Statements. Agreement has the meaning set forth in the preamble. Capital Leases means all obligations for capital leases (determined in accordance with GAAP). Cash Consideration has the meaning set forth in Section 1.04(b). CERCLA means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended. Certificate of Merger has the meaning set forth in Section 1.02. Change of Control Transaction means the consummation of a reorganization, merger, share exchange, consolidation, or sale or disposition of all or substantially all of the stock or assets of the Company. Claim shall have the meaning set forth in Section 8.10(b). Claiming Party has the meaning set forth in Section 8.05. Claims Notice shall have the meaning set forth in Section 8.10(b). Closing Statement has the meaning set forth in Section 1.05(c). Class A Common Stock means the Companys Class A common stock, par value $0.001 per share. Class B Common Stock means the Companys Class B common stock, par value $0.001 per share. Closing has the meaning set forth in Section 1.02. Closing Consideration has the meaning set forth in Section 1.04(b). Closing Date has the meaning set forth in Section 1.02. Closing Filing has the meaning set forth in Section 6.04(f). Closing Press Release has the meaning set forth in Section 6.04(f). Closing Statement has the meaning set forth in Section 1.05(c). Code means the Internal Revenue Code of 1986, as amended from time to time. Common Stock means Class A Common Stock and Class B Common Stock. Common Stock Certificates has the meaning set forth in Section 1.04(b). Company has the meaning set forth in the preamble. Company Employee Benefit Plan Representations means the representations and warranties contained in Section 3.13. Company Fundamental Representations has the meaning set forth in Section 8.01. Company Intellectual Property has the meaning set forth in Section 3.11(a). Company Tax Representations means the representations and warranties in respect of Taxes contained in Sections 3.07(l) and 3.09. Company Technology has the meaning set forth in Section 3.11(f). Companys Knowledge has the meaning set forth in Section 11.04. Confidentiality Agreement means the Confidentiality Agreement, dated June 8, 2012, by and between Parent and the Company. Conflicts has the meaning set forth in Section 8.06(b). Contingent Closing Cash Amount has the meaning set forth in Section 1.04(f). Contingent Share Consideration has the meaning set forth in Section 1.12(a). Counter Notice shall have the meaning set forth in Section 8.10(c). Deductible has the meaning set forth in Section 8.02(b)(ii). Defending Party has the meaning set forth in Section 8.05. DGCL had the meaning set forth in the recitals. Disputed Claim shall have the meaning set forth in Section 8.10(c). Disputed Items has the meaning set forth in Section 1.05(d). Dissenting Shares has the meaning set forth in Section 1.07. Earnout Accounting Firm has the meaning set forth in Section 1.12(b)(v). Earnout Amount has the meaning set forth in Section 1.12(b)(iii). Earnout Objection Statement has the meaning set forth in Section 1.12(b)(v). Earnout Statement has the meaning set forth in Section 1.12(b)(i). Effective Time has the meaning set forth in Section 1.02. Electronic Delivery has the meaning set forth in Section 11.22. Employment Agreements has the meaning set forth in the recitals. Environmental Laws means all applicable federal, state, provincial, municipal, local and foreign laws, statutes, regulations, ordinances, common law duties, codes and by-laws that have the force or effect of law, and all judicial and administrative orders and determinations that are binding upon the Company or its Subsidiaries, and all policies, practices and guidelines of a Governmental Body that have, or are determined to have, the force of law, in each case relating to any matter arising out of

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of August 7, 2007, is made by and among NexCen Brands, Inc., a Delaware corporation (the Company), Pretzelmaker Franchising, LLC, a Delaware limited liability company (Pretzelmaker), Pretzel Time Franchising, LLC, a Delaware limited liability company (Pretzel Time, and collectively with Pretzelmaker, the Sellers).

Definitions. All capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement. For the purposes of this Agreement, the following terms shall have the respective meanings set forth below or elsewhere in this Agreement as referred to below: Parent Shares shall mean those shares of Common Stock issued to the Sellers upon the Closing (including the shares of Common Stock that constitute the Escrow Amount). Commission shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. Common Stock shall mean common stock, par value $0.01 per share, of the Company. Exchange Act shall mean the Securities Exchange Act of 1934, as amended and in effect from time to time. Holder means the Sellers, for so long as they own any Registrable Securities, and each of their respective permitted successors, assigns and direct and indirect transferees who become beneficial owners of Registrable Securities. Prospectus means the prospectus (including any preliminary prospectus and/or any final prospectus filed pursuant to Rule 424(b) under the Securities Act and any prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance on Rule 430A, Rule 430B or Rule 430C under the Securities Act) included in a Registration Statement, as amended or supplemented by any prospectus supplement or any Issuer Free Writing Prospectus (as defined in Rule 433(h) under the Securities Act) with respect to the terms of the offering or any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to such prospectus, including all material incorporated by reference in such prospectus and all documents filed after the date of such prospectus by the Company under the Exchange Act and incorporated by reference therein. Registrable Securities shall mean, collectively, the Parent Shares issued to the Sellers pursuant to the Purchase Agreement, and any other securities issued or issuable with respect to the Parent Shares by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise; provided, however, that such Parent Shares shall cease to be Registrable Securities for purposes of this Agreement when it no longer is a Restricted Security. Required Holders shall mean, at the relevant time of reference thereto, those Holders holding, in the aggregate, fifty percent (50%) of the Registrable Securities then outstanding and then held by all Holders. Restricted Security or Restricted Securities means any share of Common Stock except any that (i) has been registered pursuant to an effective registration statement under the Securities Act and sold in a manner contemplated by the prospectus included in such registration statement; (ii) has been transferred by the Holder in compliance with the resale provisions of Rule 144 under the Securities Act (or any successor provision thereto); or (iii) otherwise has been transferred by the Holder and a new certificate representing a share of Common Stock not subject to any stop transfer order or any other transfer restrictions has been delivered by or on behalf of the Company. Securities Act shall mean the Securities Act of 1933, as amended and in effect from time to time.