Pillsbury Winthrop Shaw Pittman LLP Uses in Definitions Clause

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of June 30, 2017, between MoSys, 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 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. Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1. Closing Date means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount and (ii) the Companys obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the third Trading Day following the date hereof. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.001 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. Company Counsel means Pillsbury Winthrop Shaw Pittman LLP, with offices located at 2550 Hanover Street, Palo Alto, California 94304-1115. Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith. EGS means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302. 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. Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. 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(aa). Intellectual Property Rights shall have the meaning ascribed to such term in Section 3.1(p). Legend Removal Date shall have the meaning ascribed to such term in Section 4.1(c). 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). Participation Maximum shall have the meaning as

Definitions from Agreement and Plan of Merger Among

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of March 2, 2011, among Sentinel Acquisition Holdings Inc., a Delaware corporation (Parent), Sentinel Acquisition Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (Merger Sub), and Global Defense Technology & Systems, Inc., a Delaware corporation (the Company).

Definitions. For purposes of this Agreement: An affiliate of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person. Business Day means any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings or, in the case of determining a date when any payment is due, any day on which banks are not required or authorized by Law to close in New York, New York. Company Material Adverse Effect means any change, development, condition, event, effect or occurrence (each, an Event) that, individually or in the aggregate, (i) has or would reasonably be expected to have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and the Company Subsidiaries, taken as a whole, or (ii) prevents or materially delays the ability of the Company to consummate the Offer or the Merger; provided, however, that none of the following shall be deemed either alone or in combination to constitute, and none of the following shall be taken into account in determining whether there has been or would be, a Company Material Adverse Effect: any Event (A) generally affecting (1) the geographic regions or industry in which the Company primarily operates (including changes in the use, adoption or non-adoption of industry standards) to the extent that they do not disproportionately affect the Company and the Company Subsidiaries, taken as a whole, in relation to other companies in the industry in which the Company primarily operates or (2) the economy, or financial, credit, foreign exchange, securities or capital markets, including any disruption thereof, in the United States or elsewhere in the world to the extent that they do not disproportionately affect the Company and the Company Subsidiaries, taken as a whole, in relation to other companies in the industry in which the Company primarily operates or (B) to the extent (but only to the extent) arising or resulting from any of the following: (1) changes in applicable Law or applicable accounting regulations or principles or interpretations thereof, (2) any Events directly or indirectly attributable to the announcement or pendency of this Agreement or the anticipated consummation of the Offer, the Merger and the other Transactions (including the identity of Parent as the acquiror of the Company, or any action taken, delayed or omitted to be taken by the Company at the request or with the prior consent of Parent or Merger Sub), including the impact thereof on relationships, contractual or otherwise, with employees, customers, subcontractors or partners, (3) national or international political conditions, any outbreak or escalation of hostilities, insurrection or war, whether or not pursuant to declaration of a national emergency or war, acts of terrorism, sabotage, strikes, freight embargoes or similar calamity or crisis to the extent that

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of December 21, 2010, between CAMAC Energy 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 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. Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1. Closing Date means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount and (ii) the Companys obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the third Trading Day following the date hereof. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.001 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, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Company Counsel means Pillsbury Winthrop Shaw Pittman LLP, with offices located at 2300 N Street, NW, Washington, DC 20037. Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith. Escrow Agent means Escrow, LLC, with an address at 20 Rock Pointe, Suite 204, Warrenton, Virginia 20186. Evaluation Date shall have the meaning ascribed to such term in Section 3.1(r) . Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any equity incentive plan duly adopted for such purpose by the Board of Directors, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. 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(z) . Intellectual Property Rights shall have the meaning ascribed to such term in Section 3.1(o) . Liens means a lien, charge, 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(m) . Per Share Purchase Price equals $2.20, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement. 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, clai

Definitions from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT (this Agreement) is dated as of September 27, 2010, among Yayi International Inc., a Delaware corporation (the Company), the investors listed on the Schedule of Investors attached hereto as Exhibit A and identified on the signature pages hereto (each, an Investor and collectively, the Investors) and, with respect to certain sections hereof, Euro Pacific Capital, Inc. (the Placement Agent).

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: 2011 Annual Report means the Annual Report of the Company for the fiscal year ending March 31, 2011, as filed with the Commission on Form 10-K (or such other form appropriate for such purpose as promulgated by the Commission). 2012 Annual Report means the Annual Report of the Company for the fiscal year ending March 31, 2012, as filed with the Commission on Form 10-K (or such other form appropriate for such purpose as promulgated by the Commission). Action as to any Person, means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or threatened in writing against or affecting such Person, any of such Persons Subsidiaries or any of such Persons or such Subsidiaries respective properties, before or by any Governmental Body, arbitrator, regulatory authority (federal, state, county, local or foreign), stock market, stock exchange or trading facility. Affiliate means, with respect to any specified Person: (i) if such Person is an individual, the spouse of that Person and, if deceased or disabled, his heirs, executors, or legal representatives, if applicable, or any trusts for the benefit of such individual or such individuals spouse and/or lineal descendants, or (ii) otherwise, another Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Person specified. As used in this definition, control shall mean the possession, directly or indirectly, of the power to cause the direction of the management and policies of a Person, whether through the ownership of voting securities or by contract or other written instrument. Business Day means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in the State of New York or Tianjin, China are authorized or required by law or other governmental action to close. Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, among the Company, the Placement Agent and the Escrow Agent identified therein, in the form of Exhibit C hereto, as may be amended from time to time. Commission means the Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.001 per share, and any securities into which such common stock may hereafter be reclassified or for which it may be exchanged as a class. Common Stock Equivalents means any securities of the Company or any Subsidiary which entitle the holder thereof to acquire Common Stock at any time, 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 PRC Counsel means Jincheng Tongda & Neal Law Firm. Company U.S. Counsel means Pillsbury Winthrop Shaw Pittman LLP. Conversion Shares means the shares of Common Stock into which the Notes may be converted. Escrow Account means the escrow account established by the Escrow Agent pursuant to the Closing Escrow Agreement where funds representing the Investors aggregate Investment Amount shall be held pending the Closings. Escrow Agent means Escrow, LLC. Effective Date means the date that the Registration Statement required by Section 2(a) of the Registration Rights Agreement is first declared effective by the Commission. Exchange Act means the Securities Exchange Act of 1934, as amended. GAAP means U.S. generally accepted accounting principles. Governmental Body shall mean any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; or (c) governmental or quasi-governmental authority of any nature (including any governmental or administrative division, department, agency, commission, instrumentality, official, organization, unit, body or entity) and any court or other tribunal. Investment Amount means, with respect to each Investor, the Investment Amount indicated on such Investors signature page to this Agreement, which is also reflected on the Schedule of Investors attached hereto as Exhibit A. Intellectual Property means the Companys patents, patent applications, provisional patents, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, formulae, mask works, customer lists, internet domain names, know-how and other intellectual property, including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, procedures or registra

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement") is dated as of May 27, 2010, by and among Nutrastar International 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, the following terms have the meanings set forth in this Section 1.1: "Accredited Investor" means an "accredited investor" as defined in Rule 501(a) of Regulation D. "Action" shall have the meaning ascribed to such term in Section 3.1(j) . "Affiliate" means a Person that, directly or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. "Aggregate Purchase Price" shall have the meaning ascribed to such term in Section 2.1. "Agreement" shall have the meaning ascribed to such term in the preamble. "ARC China" means ARC China, Inc., a Shanghai corporation, a consultant to the Purchasers. "Board of Directors" means the board of directors of the Company. "Brownstein" means Brownstein Hyatt Farber Schreck, LLP, with offices located at 410 17th Street, Suite 2200, Denver, Colorado 80202. "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. Certificate of Designation means the amended and restated Certificate of Designation to be filed prior to the Closing by the Company with the Secretary of State of Nevada, in the form of Exhibit A attached hereto. "CFO Compensation Cash" shall have the meaning ascribed to such term in Section 2.2. "CFO Restricted Shares" shall have the meaning ascribed to such term in Section 4.13. "Closing" shall have the meaning ascribed to such term in Section 2.1. "Closing Date" means the date on which the Closing occurs. "Commission" means the United States Securities and Exchange Commission. Commission Comments means written comments pertaining solely to Rule 415 which are received by the Company from the Commission to a filed Registration Statement, which either (i) requires the Company to limit the number of Registrable Securities which may be included therein to a number which is less than the number sought to be included thereon as filed with the Commission or (ii) requires the Company to either exclude Registrable Securities held by specified Purchasers or deem such Purchasers to be underwriters with respect to Registrable Securities they seek to include in such Registration Statement. "Common Stock" shall have the meaning ascribed to such term in Section 2.1. "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, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive Common Stock. "Company" shall have the meaning set forth in the preamble. "Company Counsel" means Pillsbury Winthrop Shaw Pittman LLP, with an office located on 50 Fremont Street, San Francisco, California 94105-2228. "Control" (including the terms "Controlled by" and "under common Control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. "Disclosure Schedules" shall mean the schedules attached hereto, including the schedules as described in Sections 3.1 and 3.2. "Effective Date" means the date that the Registration Statement filed by the Company pursuant to Section 4.17 is first declared effective by the Commission. "Effectiveness Period" shall have the meaning ascribed to such term in Section 4.17(a)(iv) . "ERISA" shall have the meaning ascribed to such term in Section 3.1(hh) . "Escrow Account" means the escrow account maintained by the Escrow Agent for the deposit of the Purchase Price and for the retention of the IR Cash and the CFO Compensation Cash. "Escrow Agent" means Corporate Stock Transfer, Inc. "Escrow Agreement" means the escrow agreement entered into on or before the date hereof by and among the Company, ARC China, the Placement Agent, the Escrow Agent and United Western Bank, pursuant to which the Purchasers shall deposit the Purchase Price with the Escrow Agent in accordance with the terms set forth in this Agreement and for the retention of the IR Cash and the CFO Compensation Cash for dissemination to investor relations firms and the Qualified CFO, respectively, as may be mutually agreed upon and at such times as determined by the Company and ARC China. "Evaluation Date" shall have the meaning ascribed to such term in Section 3.1(q) . "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "Filing Date" shall have the meaning ascribed to such term in Section 4.17(a)(i) . "GAAP" means the United States generally accepted accounting principles applied on a consistent

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of May 12, 2010, among Latin America Ventures, Inc., a Nevada corporation (collectively with all predecessors thereof, the Company), Minera Licancabur S.A. (Minera) and the investors listed on the Schedule of Buyers attached hereto as Annex A and identified on the signature pages hereto (each, an Investor and collectively, the Investors).

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: 2011 Annual Report means the Annual Report of the Company for the fiscal year ending March 31, 2011, as filed with the Commission on Form 10-K (or such other form appropriate for such purpose as promulgated by the Commission). 2012 Annual Report means the Annual Report of the Company for the fiscal year ending March 31, 2012, as filed with the Commission on Form 10-K (or such other form appropriate for such purpose as promulgated by the Commission). 2011 Vesting Date has the meaning set forth in Section 4.11(a) . 2012 Vesting Date has the meaning set forth in Section 4.11(b) . Action as to any Person, means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or threatened in writing against or affecting such Person, any of such Persons Subsidiaries or any of such Persons or such Subsidiaries respective properties, before or by any Governmental Authority, arbitrator, regulatory authority (federal, state, county, local or foreign), stock market, stock exchange or trading facility. 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 144. After Tax Net Income shall have the meaning set forth in Section 4.11. Business Day means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in the State of New York or Santiago, Chile are authorized or required by law or other governmental action to close. Buy-In has the meaning set forth in Section 4.1(c) . Canadian Investors means those of the Investors who are resident in any jurisdiction of Canada. Closing has the meaning set forth in Section 2.1(c) . Closing Date has the meaning set forth in Section 2.1(c) . Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, among the Company and the escrow agent (the Escrow Agent) identified therein, in the form of Exhibit A hereto, as may be amended from time to time. Closing Warrants has the meaning set forth in Section 2.2. Commission means the Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.001 per share, and any securities into which such common stock may hereafter be reclassified or for which it may be exchanged as a class. Company has the meaning set forth in the recitals to this Agreement. Common Stock Equivalents means any securities of the Company or any Subsidiary which entitle the holder thereof to acquire Common Stock at any time, 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 U.S. Counsel means Pillsbury Winthrop Shaw Pittman LLP. Company Deliverables has the meaning set forth in Section 2.2(a) . Disclosure Materials has the meaning set forth in Section 3.1(h) . Effective Date means the date that the Registration Statement required by Section 2(a) of the Registration Rights Agreement is first declared effective by the Commission. Exchange has the meaning set forth in the recitals to this Agreement. Exchange Act means the Securities Exchange Act of 1934, as amended. Exchange Agreement has the meaning set forth in the recitals to this Agreement. Existing Company Entities means the Company, Minera and their respective Subsidiaries and "Existing Company Entity" means any of the Company, Minera and any of their respective Subsidiaries. Force Majeure Event means an act or event, including, as applicable, an act of God, act of the public enemy, fire, earthquake, flood, explosion, war, invasion, insurrection, riot, mob violence, sabotage, terrorism, inability to procure or a general shortage of labor, equipment, facilities, materials, or supplies in the open market, failure or unavailability of transportation, strike, lockout, actions of labor unions, a taking by eminent domain, requisitions and laws or orders of government or civil, military, or naval authorities, or any other cause, whether similar or dissimilar to the foregoing that is not within the reasonable control of the Company, so long as such act or event, in each case, (i) is not due to the fault or negligence of Company, (ii) is not reasonably foreseeable and avoidable with reasonable efforts by the Company, and (iii) results in a Material Adverse Effect. GAAP means U.S. generally accepted accounting principles. Governmental Body shall mean any: (a) nation, state, commonwealth, province, territory, county, municipality, di

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of December 17, 2009, by and among Shuaiyi International New Resources Development Inc., a Nevada corporation, and all predecessors thereto (collectively, the Company) and the investors identified on the signature pages hereto (each, an Investor and collectively, the Investors).

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: 2010 Delivery Date means the date on which the 2010 Make Good Shares are required to be delivered to the Investors by the Make Good Pledgor pursuant to Section 5.7(a) . 2011 Delivery Date means the date on which the 2011 Make Good Shares are required to be delivered to the Investors by the Make Good Pledgor pursuant to Section 5.7(b) . 2010 Guaranteed ATNI has the meaning set forth in Section 5.7(a) . 2010 Make Good Shares has the meaning set forth in Section 5.7(a) . 2011 Guaranteed ATNI has the meaning set forth in Section 5.7(b) . 2011 Make Good Shares has the meaning set forth in Section 5.7(b) . Action means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or threatened in writing against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency, regulatory authority (federal, state, county, local or foreign), stock market, stock exchange or trading facility. Advice has the meaning set forth in Section 4.6. 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 144. Business Day means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in the State of New York or the province of Heilongjiang in the Peoples Republic of China are authorized or required by law or other governmental action to close. Buy-In has the meaning set forth in Section 5.1(c) . Closing means the closing of the purchase and sale of the Securities pursuant to Article 2. Closing Date means the Business Day on which all of the conditions set forth in Sections 6.1 and 6.2 hereof are satisfied, or such other date as the parties may agree. Commission means the Securities and Exchange Commission. Commission Comments means written comments pertaining solely to Rule 415 which are received by the Company from the Commission to a filed Registration Statement, a copy of which shall have been provided by the Company to the Holders, which either (i) requires the Company to limit the number of Registrable Securities which may be included therein to a number which is less than the number sought to be included thereon as filed with the Commission or (ii) requires the Company to either exclude Registrable Securities held by specified Holders or deem such Holders to be underwriters with respect to Registrable Securities they seek to include in such Registration Statement. Common Stock means the common stock of the Company, par value $0.001 per share, and any securities into which such common stock may hereafter be reclassified or for which it may be exchanged as a class. Company Counsel means Pillsbury Winthrop Shaw Pittman LLP. Company Deliverables has the meaning set forth in Section 2.2(a) . Cut Back Shares has the meaning set forth in Section 4.1(b) . Disclosure Materials has the meaning set forth in Section 3.1(h) . Effective Date means the date that the Registration Statement required by Section 4.1(a) is first declared effective by the Commission. Effectiveness Date means:

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of December 9, 2009, between Opexa Therapeutics, Inc., a Texas 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 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 Affiliate of such Purchaser. 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. Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1. Closing Date means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount and (ii) the Companys obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the third Trading Day following the date hereof. 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, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Company Counsel means Pillsbury Winthrop Shaw Pittman LLP, with offices located at 12255 El Camino Real, Suite 300 San Diego, CA 92130. Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith. Evaluation Date shall have the meaning ascribed to such term in Section 3.1(r). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, consultants, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, (b) warrants to purchase up to 50,000 shares of Common Stock to consultants or independent contractors in consideration of services provided to the Company in any 12-month period at a value determined by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, (c) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, and (d) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. FDA shall have the meaning ascribed to such term in Section 3.1(gg). FDCA shall have the meaning ascribed to such term in Section 3.1(gg). 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(z). Intellectual Property Rights shall have the meaning ascribed to such term in Section 3.1(o). Liens means a lien, charge, security interes

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of August 24, 2009, between China Security & Surveillance Technology, Inc., a Delaware corporation (the Company), and each purchaser identified on the signature pages hereto (each, 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: 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 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. 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 a national holiday in China or any day on which banking institutions in the State of New York or in China, are authorized or required by law or other governmental action to close. Citadel shall have the meaning ascribed to such term in Section 4.5. Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1. Closing Date means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount and (ii) the Companys obligations to deliver the Securities have been satisfied or waived. Commission means the Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed into. 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, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Company Counsel means Pillsbury Winthrop Shaw Pittman LLP. Company Independent Auditor means GHP Horwath, P.C. Disclosure Schedule means the disclosure schedule of the Company delivered concurrently herewith. Evaluation Date shall have the meaning ascribed to such term in Section 3.1(r). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Exchange Rate shall have the meaning ascribed to such term in Section 5.19. GAAP shall have the meaning ascribed to such term in Section 3.1(h). Governmental Body shall mean any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; or (c) governmental or quasi-governmental authority of any nature (including any governmental or administrative division, department, agency, commission, instrumentality, official, organization, unit, body or entity) and any court or other tribunal. Incorporated Documents means the documents, if any, which may be incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement. Indebtedness shall have the meaning ascribed to such term in Section 3.1(y). Indemnified Liabilities shall have the meaning ascribed to such term in Section 4.6. Insolvent shall have the meaning ascribed to such term in Section 3.1(y). Intellectual Property Rights shall have the meaning ascribed to such term in Section 3.1(o). Judgment Conversion Date shall have the meaning ascribed to such term in Section 5.20(a)(ii). Judgment Currency shall have the meaning ascribed to such term in Section 5.20(a). Legal Requirement shall mean any federal state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body (or under the authority of any national securities exchange upon which the Common Stock is then listed or traded). Reference to any Legal Requirement means such Legal Requirement as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, and reference to any section or other provision of any Legal Requirement means that provision of such Legal Requirement from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision. Liens means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction. Material Adverse Effect shall have the meaning assigned

Definitions from Form of Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of March 27, 2008, between Oculus Innovative Sciences, 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: 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 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. 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. Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1. Closing Date means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount and (ii) the Companys obligations to deliver the Securities have been satisfied or waived. Closing Price means on any particular date (a) the last reported closing bid price per share of Common Stock on such date on the Trading Market (as reported by Bloomberg L.P. at 4:15 p.m. (New York City time)), or (b) if there is no such price on such date, then the closing bid price on the Trading Market on the date nearest preceding such date (as reported by Bloomberg L.P. at 4:15 p.m. (New York City time)), or (c) if the Common Stock is not then listed or quoted on a Trading Market and if prices for the Common Stock are then reported in the pink sheets published by Pink Sheets LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) if the shares of Common Stock are not then publicly traded the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Shares then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company. Commission means the Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed into. 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, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Company Counsel means Pillsbury Winthrop Shaw Pittman LLP, with offices located at 2475 Hanover Street, Palo Alto, CA 94304. Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith. Evaluation Date shall have the meaning ascribed to such term in Section 3.1(r). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, consultants, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, (b) warrants to purchase up to 50,000 shares of Common Stock to consultants/independent contractors in consideration of services provided to the Company in any 12-month period at a value determined by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, (c) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise, exchange or conversion price of such securities and (d) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall onl