Portland Uses in Definitions Clause

Definitions from Common Stock Purchase Warrant

THIS COMMON STOCK PURCHASE WARRANT (the Warrant) certifies that, for value received, _____________or its assigns (the Holder) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July_____, 2017 (the Initial Exercise Date) and on or prior to the close of business on the three year anniversary of the Issue Date (the Termination Date) but not thereafter, to subscribe for and purchase from Uranium Energy Corp., a Nevada corporation (the Company), up to ______ shares (as subject to adjustment hereunder, the Warrant Shares) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings indicated in this Section 1: Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act. Board of Directors means the board of directors of the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States, or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Commission means the United States Securities and Exchange Commission. Common Stock 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. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Person means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. Proceeding means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened. Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Trading Day means a day on which the Common Stock is traded on a Trading Market. Trading Market means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing. Transfer Agent means Transfer Online, Inc., the current transfer agent of the Company, with a mailing address of 512 SE Salmon Street, Portland, Oregon 97214, and any successor transfer agent of the Company. VWAP means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the Pink Sheets published by OTC Markets Group, Inc. (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) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Companys common stock purchase warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

Definitions from Underwriting Agreement

Haywood Securities Inc. As a Representative of the Several underwriters, if any, named in Schedule I hereto Suite 700, 200 Burrard St. Vancouver, BC, Canada V6C 3L6

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(k) . Affiliate means with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with such Person as such terms are used in and construed under Rule 405 under the Securities Act. 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 Closing Securities pursuant to Section 2.1. Closing Date means the hour and the date on the Trading Day on which all conditions precedent to (i) the Underwriters obligations to pay the Closing Purchase Price, and (ii) the Companys obligations to deliver the Closing Securities, in each case, have been satisfied or waived, but in no event later than 10:00 a.m. (New York City time) on the third Trading Day following the date hereof or at such earlier time as shall be agreed upon by the Representatives and the Company. Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions. Closing Securities shall have the meaning ascribed to such term in Section 2.1(a)(ii) . Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i) . Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii) . Combined Purchase Price shall have the meaning ascribed to such term in Section 2.1(b) . 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 Auditor means Ernst & Young LLP, with offices located at Pacific Centre, 700 West Georgia Street, Vancouver, BC V7Y 1C7. Company Counsel means McMillan LLP, with offices located at Royal Centre, 1055 W. Georgia Street, Suite 1500, Vancouver, BC V6E 4N7. Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith. Effective Date shall have the meaning ascribed to such term in Section 3.1(f) . EGS means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Execution Date shall mean the date on which the parties execute and enter into this Agreement. 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, (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 equity holders 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. FINRA means the Financial Industry Regulatory Au

Definitions from Membership Interest Purchase Agreement

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT ("Agreement") is made as of the 27th day of July, 2016, by and between Sharecare, Inc., a corporation incorporated under the laws of the State of Delaware ("Purchaser"), Healthways SC, LLC a limited liability company organized under the laws of the State of Delaware (the "Company"), and Healthways, Inc., a corporation incorporated under the laws of the State of Delaware (the "Seller").

Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings given: "ACA" means the Patient Protection and Affordable Care Act (Pub. L. 111-148), as amended by the Health Care and Education Reconciliation Act of 2010 (Pub. L. 111-152). "Accounting Firm" shall have the meaning set forth in Section 2.3(d). "ACER" means the Adjustable Convertible Equity Right, between Purchaser and the Seller, in the form attached hereto as Exhibit B. "Acquired Business" shall have the meaning set forth in Section 2.4(f). "Acquired Company" means the Company and, as of the Closing, each of its Subsidiaries. "Acquired Subsidiary" means each Acquired Company other than the Company; provided, however, that the term "Acquired Subsidiary" shall not include Foreign Holdco until after it has been formed in accordance with Section 3.3(a). "Act" means the Securities Act of 1933. "Affiliate" means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under direct or indirect common control with such other Person. "Agreement" shall have the meaning set forth in the Preamble. "Amended Certificate" means Purchaser's Amended and Restated Certificate of Incorporation, the form of which is attached hereto as Exhibit C. "Assignable Right" shall have the meaning set forth in Section 6.10. "Assumed Liabilities" shall have the meaning ascribed to such term in the Contribution and Assumption Agreement. "Balance Sheet" shall have the meaning set forth in Section 3.8. "Blue Zone Community Transformation Projects" means the Seller's and its Subsidiaries' community-based programs meant to make permanent and/or semi-permanent changes within a community that improve its health and well-being through community education, community activation, "blueprints for change" and policy adoption. "Blue Zone Lease Assignments" means the assignment of leases in Fort Worth, Portland and Klamath Falls relating to the Blue Zone Community Transformation Projects, substantially in the form set forth on Exhibit D. "Blue Zones" means Blue Zones, LLC, a Delaware limited liability company. "Business Audited Financial Statements" shall have the meaning set forth in Section 3.8. "Business Confidential Information" shall have the meaning set forth in Section 3.19(k). "Business Day" means a day other than a Saturday, Sunday or other day on which commercial banks in Atlanta, Georgia are authorized or required by Law to close. "Business Employees" means all individuals who are actively employed by any Acquired Company on the Closing Date. "Business Financial Statements" shall have the meaning set forth in Section 3.8. "Business Unaudited Financial Statements" shall have the meaning set forth in Section 3.8. "Cap Amount" shall have the meaning set forth in Section 8.5(a)(ii). "Cap Table" shall have the meaning set forth in Section 5.2. "Care Transitions Solutions" means a facility-based and telephonic program focused on reduction of avoidable readmissions for 90 days post-discharge for patients who are identified by the Seller's readmission risk identification algorithm and agree to participate in the program. "Cash Flow Statement" shall have the meaning set forth in Section 2.4(b)(i). "CF Objection Notice" shall have the meaning set forth in Section 2.4(b)(ii). "CF Resolution Period" shall have the meaning set forth in Section 2.4(b)(ii). "Closing" shall have the meaning set forth in Section 2.1. "Closing Date" shall have the meaning set forth in Section 2.1. "Closing Date Balance Sheet" shall have the meaning set forth in Section 2.3(a). "COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. "Code" means the Internal Revenue Code of 1986, as amended from time to time, and the regulations issued thereunder. "Committee" shall have the meaning set forth in Section 2.4(c). "Company" shall have the meaning set forth in the Preamble. "Company Disclosure Letter" shall have the meaning set forth in the first paragraph of Article 3. "Company Expenses" means all costs and expenses payable by an Acquired Company at or after Closing (and not included as a Current Liability in the determination of Final Working Capital Amount) to third parties in connection with or otherwise triggered by the transactions contemplated by the Contribution and Assumption Agreement or this Agreement, including legal counsel, accountants, brokers and tax, investment and other advisors, and any severance payments, change of control payments or retention payments, including any retention bonuses and transition assistance bonuses payable at or after Closing and any annual bonuses, in each case, to the extent attributable to pre-Closing periods (in each case, as applicable, including the employer's 1.45% Medicare contribution). "Company IP Rights" means any and all Intellectual Property used in the PH Business. "Company IP Rights Agreements" means any Contract pursuant to which (i) a third par

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement") is dated as of May 26, 2016, between Reeds, 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 Company's 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 $0.0001 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 Libertas Law Group Inc., with offices located at 225 Santa Monica Blvd., 5th Floor, Santa Monica, California 90401. "Disclosure Schedules" shall have the meaning ascribed to such term in Section 3.1. "Effective Date" means the earliest of the date that (a) the Resale Registration Statement has been declared effective by the Commission, (b) all of the Shares and Warrant Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions, (c) following the one year anniversary of the Closing Date provided that a holder of Shares and Warrant Shares is not an Affiliate of the Company, or (d) all of the Shares and Warrant Shares may be sold pursuant to an exemption from registration under Section 4 of the Securities Act without volume or manner-of-sale restrictions and Company Counsel has delivered to such holders a standing written unqualified opinion that resales may then be made by such holders of the Shares and Warrant Shares pursuant to such exemption which opinion shall be in form and substance reasonably acceptable to such holders. "EGS" means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302. "Escrow Agent" means Continental Stock Transfer & Trust Company, with offices at 17 Battery Place, 8th Floor. New York, New York. "Escrow Agreement" means the escrow agreement dated May 16, 2016, by and among the Company, the Escrow Agent and the Placement Agent pursuant to which the Purchasers shall deposit Subscription Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder. "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 equivalent equity securities of a Subsidiary) or options to employees, officers or directors of the Company or any Subsidiary 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) 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, (c) securities issued to a

DEFINITIONS from Cross License Agreement

GCP Applied Technologies Inc., a corporation organized and existing under the laws of Delaware, USA having an office at 62 Whittemore Ave., Cambridge, MA 02140-1623 (hereinafter referred to as "GCP");

DEFINITIONS. As used herein, the terms hereinafter defined shall have only the meaning specified therefor: 1.01"Affiliate" of any specified person shall mean a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the specified person. The term "control" with respect to an Affiliate (including "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 said person, whether through ownership of Voting Securities, by contract, or otherwise. The term "person" means any individual, corporation, association, partnership, or any other business entity.1.02"Background Information" shall mean GCP Background Information or Grace Background Information, as applicable.1.03"Background Patent Rights" shall mean GCP Background Patent Rights or Grace Background Patent Rights, as applicable.1.04"Confidential Information" with respect to a designated Party ("Disclosing Party"), shall mean any and all Background Information of the Disclosing Party made available and disclosed by it, directly or indirectly, to the other Party ("Receiving Party") pursuant to the provisions of this Agreement, except:(a)Background Information which at the time of disclosure is in the public domain;(b)Background Information which after disclosure is published or otherwise becomes part of the public domain through no fault of the Receiving Party (but only after it becomes part of the public domain);(c)Background Information which the Receiving Party can show was in its possession at the time of disclosure hereunder and which the Receiving Party, without breach of any obligation, is free to disclose to others;(d)Background Information which is received by the Receiving Party after the time of disclosure hereunder from a third party who did not acquire it, directly or indirectly, from the Disclosing Party under any obligation of confidence and which the Receiving Party without breach of any obligation is free to disclose to others; (e)Background Information which is disclosed in a non-confidential manner by the Receiving Party under operation of, or pursuant to, any law, governmental regulation, or court or administrative order or subpoena, provided said Receiving Party first gives the Disclosing Party notice and uses all reasonable efforts to secure confidential protection of such Background Information; or(f)Background Information which is independently developed by an employee or employees of the Receiving Party or its Affiliates who at the time of such independent development did not have access to Background Information disclosed hereunder.For the purposes of this definition, specific disclosures made by a Disclosing Party to a Receiving Party hereunder, e.g. 640deg-650degF., shall not be deemed, as to the Receiving Party, to be within the foregoing exceptions merely because they are embraced by general disclosures, e.g. 600-700degF., in the public domain or in the possession of the Receiving Party. In addition, any combination of features disclosed by a Disclosing Party to a Receiving Party hereunder shall not be deemed, as to the Receiving Party, to be within the foregoing exceptions merely because individual features are separately in the public domain or in the possession of the Receiving Party, but only if the combination itself and its principle of operation are in the public domain or in the possession of the Receiving Party.1.05"Construction Product" shall mean any one or more products developed and sold for use in improving or facilitating one or more of the performance, durability, weather-resistance, mechanical strength, stability, fire resistance, health, hygiene, and/or environmental safety, efficiency, accessibility, noise protection, energy usage, economics, and/or heat retention, of at least one of residential, commercial, multi-family, health-care, environmental, industrial, institutional, nautical, aeronautical, civil engineering, or oil and/or gas well, construction works, including but not limited to, properties of cement and/or concrete.1.06"Copyrights" shall mean all rights in works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights, author, performer, moral and neighboring rights, and all registrations, applications for registration, and renewals for any of the foregoing.1.07 "Effective Date" shall mean the date appearing at the beginning of this Agreement.1.08Field Definitions:(a)"GCP Technologies Field" shall mean products, processes, services, or equipment relating to or used with the Construction Technologies Field, Packaging Technologies Field, or Sodasorb Technologies Field, wherein: (i)"Construction Technologies Field" shall mean products, processes, services or equipment relating to or used with one or more Construction Products such as for example:(A)specialty construction chemic

DEFINITIONS from Cross License Agreement

GCP Applied Technologies Inc., a corporation organized and existing under the laws of Delaware, USA having an office at 62 Whittemore Ave., Cambridge, MA 02140-1623 (hereinafter referred to as "GCP");

DEFINITIONS. As used herein, the terms hereinafter defined shall have only the meaning specified therefor: 1.01"Affiliate" of any specified person shall mean a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the specified person. The term "control" with respect to an Affiliate (including "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 said person, whether through ownership of Voting Securities, by contract, or otherwise. The term "person" means any individual, corporation, association, partnership, or any other business entity.1.02"Background Information" shall mean GCP Background Information or Grace Background Information, as applicable.1.03"Background Patent Rights" shall mean GCP Background Patent Rights or Grace Background Patent Rights, as applicable.1.04"Confidential Information" with respect to a designated Party ("Disclosing Party"), shall mean any and all Background Information of the Disclosing Party made available and disclosed by it, directly or indirectly, to the other Party ("Receiving Party") pursuant to the provisions of this Agreement, except:(a)Background Information which at the time of disclosure is in the public domain;(b)Background Information which after disclosure is published or otherwise becomes part of the public domain through no fault of the Receiving Party (but only after it becomes part of the public domain);(c)Background Information which the Receiving Party can show was in its possession at the time of disclosure hereunder and which the Receiving Party, without breach of any obligation, is free to disclose to others;(d)Background Information which is received by the Receiving Party after the time of disclosure hereunder from a third party who did not acquire it, directly or indirectly, from the Disclosing Party under any obligation of confidence and which the Receiving Party without breach of any obligation is free to disclose to others; (e)Background Information which is disclosed in a non-confidential manner by the Receiving Party under operation of, or pursuant to, any law, governmental regulation, or court or administrative order or subpoena, provided said Receiving Party first gives the Disclosing Party notice and uses all reasonable efforts to secure confidential protection of such Background Information; or(f)Background Information which is independently developed by an employee or employees of the Receiving Party or its Affiliates who at the time of such independent development did not have access to Background Information disclosed hereunder.For the purposes of this definition, specific disclosures made by a Disclosing Party to a Receiving Party hereunder, e.g. 640deg-650degF., shall not be deemed, as to the Receiving Party, to be within the foregoing exceptions merely because they are embraced by general disclosures, e.g. 600-700degF., in the public domain or in the possession of the Receiving Party. In addition, any combination of features disclosed by a Disclosing Party to a Receiving Party hereunder shall not be deemed, as to the Receiving Party, to be within the foregoing exceptions merely because individual features are separately in the public domain or in the possession of the Receiving Party, but only if the combination itself and its principle of operation are in the public domain or in the possession of the Receiving Party.1.05"Construction Product" shall mean any one or more products developed and sold for use in improving or facilitating one or more of the performance, durability, weather-resistance, mechanical strength, stability, fire resistance, health, hygiene, and/or environmental safety, efficiency, accessibility, noise protection, energy usage, economics, and/or heat retention, of at least one of residential, commercial, multi-family, health-care, environmental, industrial, institutional, nautical, aeronautical, civil engineering, or oil and/or gas well, construction works, including but not limited to, properties of cement and/or concrete.1.06"Copyrights" shall mean all rights in works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights, author, performer, moral and neighboring rights, and all registrations, applications for registration, and renewals for any of the foregoing.1.07 "Effective Date" shall mean the date appearing at the beginning of this Agreement.1.08Field Definitions:(a)"GCP Technologies Field" shall mean products, processes, services, or equipment relating to or used with the Construction Technologies Field, Packaging Technologies Field, or Sodasorb Technologies Field, wherein: (i)"Construction Technologies Field" shall mean products, processes, services or equipment relating to or used with one or more Construction Products such as for example:(A)specialty construction chemic

DEFINITIONS from License Agreement

WHEREAS, Grace is engaged in the manufacture and sale of a wide variety of chemical and industrial products in a number of different fields;

DEFINITIONS. As used herein, the terms hereinafter defined shall have only the meaning specified therefor: 1.01"Affiliate" of any specified person shall mean a person that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, the specified person. The term "control" with respect to an Affiliate (including "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 said person, whether through ownership of voting securities, by contract, or otherwise. The term "person" means any individual, corporation, association, partnership, or any other business or organization entity, whether incorporated or unincorporated. 1.02"Change of Control" shall mean the consummation of (A) any transaction or series of related transactions (i) pursuant to which any person or group (within the meaning Section 13(d)(3) of the Securities Exchange of 1934, as amended) becomes the direct or indirect, beneficial or record holders of shares or other equity interests representing more than fifty percent (50%) of the aggregate ordinary voting power of GCP or (ii) which constitutes or results in the sale or other transfer of all or substantially all of the assets of GCP or (B) a reorganization, merger, consolidation or other corporate transaction involving GCP, in each case, with respect to which the stockholders of GCP immediately prior to such transaction do not, immediately after the transaction, own fifty (50%) percent or more of the combined voting power of the corporation or other entity resulting from such transaction.1.03"Construction Products" shall mean any one or more products developed and sold for use in improving or facilitating one or more of the mechanical strength, stability, fire, health, hygiene, and/or environmental safety, efficiency, accessibility, noise protection, energy usage, economics, and/or heat retention, of at least one of residential, commercial, multi-family, health-care, environmental, industrial, institutional, nautical, aeronautical, civil engineering, or oil well, construction works, including but not limited to, properties of cement, mortar, masonry, shotcrete, concrete, or other cementitious compositions.1.04 "Effective Date" shall mean the date appearing at the beginning of this Agreement.1.05Field Definitions:(a)"GCP Technologies Field" shall mean products, processes, services, or equipment relating to or used with the Construction Technologies Field, Packaging Technologies Field, or Sodasorb(r) Technologies Field, wherein: (i)"Construction Technologies Field" shall mean products, processes, services or equipment relating to or used with one or more Construction Products such as for example:(A)specialty construction chemicals such as cementitious compositions and additives and admixtures therefor, including cement additives (e.g., grinding additives, quality improvers, chromium (IV) reducers, pack set inhibitors, and silica products) used in the manufacture of Portland cement and/or other cements, and/or, limestone, gypsum, supplemental cementitious materials such as fly ash and granulated blast furnace slag, and mixtures of any of the foregoing; and admixtures to improve one or more properties of cement, mortar, masonry, shotcrete and concrete (or other hydratable cementitious materials), such as compressive strength enhancers, set-accelerators, set-retarders, water-reducers (e.g., plasticizers, superplasticizers), fibers, shrink-reducers, microsilicas, corrosion inhibitors, water-proofing agents, form coatings, form release agents, sealers, and surface retarders, air management systems (including air entrainers, air detrainers, surfactants, etc.), bond strength enhancers, crack control additives, pigments and colorants and the like; agents for treating aggregates used in construction such as clay-mitigating agents or sand treatment chemicals (e.g., clay-inerting agents for improving dosage efficiency of chemical additives or admixtures when used in clay-bearing aggregates such as sand or crush stone), and chemicals for drilling muds, and the like); (B)specialty building materials such as: (I)fireproofing compositions and materials such as sprayable or trowel-applied fireproofing compositions, firestop articles, and heat insulative barriers; and waterproofing membranes and liquids such as preformed waterproofing laminates, roofing underlayments, strips, tapes, flashings, house wraps, primers, coatings, sealants, mastics, water stops, soil filters, soil retention systems, and drainage members; (II)structural adhesives, mastics, primers, tie coating layers, barrier coating layers, laminates, and civil engineering materials incorporating any of the foregoing; (III)grouts and mortars (including bagged or injectable), grout wall systems, and lightweight concrete or cementitious foam or foaming materials for making cementitious building

DEFINITIONS from License Agreement

WHEREAS, Grace is engaged in the manufacture and sale of a wide variety of chemical and industrial products in a number of different fields;

DEFINITIONS. As used herein, the terms hereinafter defined shall have only the meaning specified therefor: 1.01"Affiliate" of any specified person shall mean a person that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, the specified person. The term "control" with respect to an Affiliate (including "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 said person, whether through ownership of voting securities, by contract, or otherwise. The term "person" means any individual, corporation, association, partnership, or any other business or organization entity, whether incorporated or unincorporated. 1.02"Change of Control" shall mean the consummation of (A) any transaction or series of related transactions (i) pursuant to which any person or group (within the meaning Section 13(d)(3) of the Securities Exchange of 1934, as amended) becomes the direct or indirect, beneficial or record holders of shares or other equity interests representing more than fifty percent (50%) of the aggregate ordinary voting power of GCP or (ii) which constitutes or results in the sale or other transfer of all or substantially all of the assets of GCP or (B) a reorganization, merger, consolidation or other corporate transaction involving GCP, in each case, with respect to which the stockholders of GCP immediately prior to such transaction do not, immediately after the transaction, own fifty (50%) percent or more of the combined voting power of the corporation or other entity resulting from such transaction.1.03"Construction Products" shall mean any one or more products developed and sold for use in improving or facilitating one or more of the mechanical strength, stability, fire, health, hygiene, and/or environmental safety, efficiency, accessibility, noise protection, energy usage, economics, and/or heat retention, of at least one of residential, commercial, multi-family, health-care, environmental, industrial, institutional, nautical, aeronautical, civil engineering, or oil well, construction works, including but not limited to, properties of cement, mortar, masonry, shotcrete, concrete, or other cementitious compositions.1.04 "Effective Date" shall mean the date appearing at the beginning of this Agreement.1.05Field Definitions:(a)"GCP Technologies Field" shall mean products, processes, services, or equipment relating to or used with the Construction Technologies Field, Packaging Technologies Field, or Sodasorb(r) Technologies Field, wherein: (i)"Construction Technologies Field" shall mean products, processes, services or equipment relating to or used with one or more Construction Products such as for example:(A)specialty construction chemicals such as cementitious compositions and additives and admixtures therefor, including cement additives (e.g., grinding additives, quality improvers, chromium (IV) reducers, pack set inhibitors, and silica products) used in the manufacture of Portland cement and/or other cements, and/or, limestone, gypsum, supplemental cementitious materials such as fly ash and granulated blast furnace slag, and mixtures of any of the foregoing; and admixtures to improve one or more properties of cement, mortar, masonry, shotcrete and concrete (or other hydratable cementitious materials), such as compressive strength enhancers, set-accelerators, set-retarders, water-reducers (e.g., plasticizers, superplasticizers), fibers, shrink-reducers, microsilicas, corrosion inhibitors, water-proofing agents, form coatings, form release agents, sealers, and surface retarders, air management systems (including air entrainers, air detrainers, surfactants, etc.), bond strength enhancers, crack control additives, pigments and colorants and the like; agents for treating aggregates used in construction such as clay-mitigating agents or sand treatment chemicals (e.g., clay-inerting agents for improving dosage efficiency of chemical additives or admixtures when used in clay-bearing aggregates such as sand or crush stone), and chemicals for drilling muds, and the like); (B)specialty building materials such as: (I)fireproofing compositions and materials such as sprayable or trowel-applied fireproofing compositions, firestop articles, and heat insulative barriers; and waterproofing membranes and liquids such as preformed waterproofing laminates, roofing underlayments, strips, tapes, flashings, house wraps, primers, coatings, sealants, mastics, water stops, soil filters, soil retention systems, and drainage members; (II)structural adhesives, mastics, primers, tie coating layers, barrier coating layers, laminates, and civil engineering materials incorporating any of the foregoing; (III)grouts and mortars (including bagged or injectable), grout wall systems, and lightweight concrete or cementitious foam or foaming materials for making cementitious building

DEFINITIONS from License Agreement

WHEREAS, Grace is engaged in the manufacture and sale of a wide variety of chemical and industrial products in a number of different fields;

DEFINITIONS. As used herein, the terms hereinafter defined shall have only the meaning specified therefor: 1.01"Affiliate" of any specified person shall mean a person that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, the specified person. The term "control" with respect to an Affiliate (including "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 said person, whether through ownership of voting securities, by contract, or otherwise. The term "person" means any individual, corporation, association, partnership, or any other business or organization entity, whether incorporated or unincorporated. 1.02"Change of Control" shall mean the consummation of (A) any transaction or series of related transactions (i) pursuant to which any person or group (within the meaning Section 13(d)(3) of the Securities Exchange of 1934, as amended) becomes the direct or indirect, beneficial or record holders of shares or other equity interests representing more than fifty percent (50%) of the aggregate ordinary voting power of GCP or (ii) which constitutes or results in the sale or other transfer of all or substantially all of the assets of GCP or (B) a reorganization, merger, consolidation or other corporate transaction involving GCP, in each case, with respect to which the stockholders of GCP immediately prior to such transaction do not, immediately after the transaction, own fifty (50%) percent or more of the combined voting power of the corporation or other entity resulting from such transaction.1.03"Construction Products" shall mean any one or more products developed and sold for use in improving or facilitating one or more of the mechanical strength, stability, fire, health, hygiene, and/or environmental safety, efficiency, accessibility, noise protection, energy usage, economics, and/or heat retention, of at least one of residential, commercial, multi-family, health-care, environmental, industrial, institutional, nautical, aeronautical, civil engineering, or oil well, construction works, including but not limited to, properties of cement, mortar, masonry, shotcrete, concrete, or other cementitious compositions.1.04 "Effective Date" shall mean the date appearing at the beginning of this Agreement.1.05Field Definitions:(a)"GCP Technologies Field" shall mean products, processes, services, or equipment relating to or used with the Construction Technologies Field, Packaging Technologies Field, or Sodasorb(r) Technologies Field, wherein: (i)"Construction Technologies Field" shall mean products, processes, services or equipment relating to or used with one or more Construction Products such as for example:(A)specialty construction chemicals such as cementitious compositions and additives and admixtures therefor, including cement additives (e.g., grinding additives, quality improvers, chromium (IV) reducers, pack set inhibitors, and silica products) used in the manufacture of Portland cement and/or other cements, and/or, limestone, gypsum, supplemental cementitious materials such as fly ash and granulated blast furnace slag, and mixtures of any of the foregoing; and admixtures to improve one or more properties of cement, mortar, masonry, shotcrete and concrete (or other hydratable cementitious materials), such as compressive strength enhancers, set-accelerators, set-retarders, water-reducers (e.g., plasticizers, superplasticizers), fibers, shrink-reducers, microsilicas, corrosion inhibitors, water-proofing agents, form coatings, form release agents, sealers, and surface retarders, air management systems (including air entrainers, air detrainers, surfactants, etc.), bond strength enhancers, crack control additives, pigments and colorants and the like; agents for treating aggregates used in construction such as clay-mitigating agents or sand treatment chemicals (e.g., clay-inerting agents for improving dosage efficiency of chemical additives or admixtures when used in clay-bearing aggregates such as sand or crush stone), and chemicals for drilling muds, and the like); (B)specialty building materials such as: (I)fireproofing compositions and materials such as sprayable or trowel-applied fireproofing compositions, firestop articles, and heat insulative barriers; and waterproofing membranes and liquids such as preformed waterproofing laminates, roofing underlayments, strips, tapes, flashings, house wraps, primers, coatings, sealants, mastics, water stops, soil filters, soil retention systems, and drainage members; (II)structural adhesives, mastics, primers, tie coating layers, barrier coating layers, laminates, and civil engineering materials incorporating any of the foregoing; (III)grouts and mortars (including bagged or injectable), grout wall systems, and lightweight concrete or cementitious foam or foaming materials for making cementitious building

DEFINITIONS from Cross License Agreement

GCP Applied Technologies Inc., a corporation organized and existing under the laws of Delaware, USA having an office at 62 Whittemore Ave., Cambridge, MA 02140-1623 (hereinafter referred to as "GCP");

DEFINITIONS. As used herein, the terms hereinafter defined shall have only the meaning specified therefor: 1.01"Affiliate" of any specified person shall mean a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the specified person. The term "control" with respect to an Affiliate (including "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 said person, whether through ownership of Voting Securities, by contract, or otherwise. The term "person" means any individual, corporation, association, partnership, or any other business entity.1.02"Background Information" shall mean GCP Background Information or Grace Background Information, as applicable.1.03"Background Patent Rights" shall mean GCP Background Patent Rights or Grace Background Patent Rights, as applicable.1.04"Confidential Information" with respect to a designated Party ("Disclosing Party"), shall mean any and all Background Information of the Disclosing Party made available and disclosed by it, directly or indirectly, to the other Party ("Receiving Party") pursuant to the provisions of this Agreement, except:(a)Background Information which at the time of disclosure is in the public domain;(b)Background Information which after disclosure is published or otherwise becomes part of the public domain through no fault of the Receiving Party (but only after it becomes part of the public domain);(c)Background Information which the Receiving Party can show was in its possession at the time of disclosure hereunder and which the Receiving Party, without breach of any obligation, is free to disclose to others;(d)Background Information which is received by the Receiving Party after the time of disclosure hereunder from a third party who did not acquire it, directly or indirectly, from the Disclosing Party under any obligation of confidence and which the Receiving Party without breach of any obligation is free to disclose to others; (e)Background Information which is disclosed in a non-confidential manner by the Receiving Party under operation of, or pursuant to, any law, governmental regulation, or court or administrative order or subpoena, provided said Receiving Party first gives the Disclosing Party notice and uses all reasonable efforts to secure confidential protection of such Background Information; or(f)Background Information which is independently developed by an employee or employees of the Receiving Party or its Affiliates who at the time of such independent development did not have access to Background Information disclosed hereunder.For the purposes of this definition, specific disclosures made by a Disclosing Party to a Receiving Party hereunder, e.g. 640deg-650degF., shall not be deemed, as to the Receiving Party, to be within the foregoing exceptions merely because they are embraced by general disclosures, e.g. 600-700degF., in the public domain or in the possession of the Receiving Party. In addition, any combination of features disclosed by a Disclosing Party to a Receiving Party hereunder shall not be deemed, as to the Receiving Party, to be within the foregoing exceptions merely because individual features are separately in the public domain or in the possession of the Receiving Party, but only if the combination itself and its principle of operation are in the public domain or in the possession of the Receiving Party.1.05"Construction Product" shall mean any one or more products developed and sold for use in improving or facilitating one or more of the performance, durability, weather-resistance, mechanical strength, stability, fire resistance, health, hygiene, and/or environmental safety, efficiency, accessibility, noise protection, energy usage, economics, and/or heat retention, of at least one of residential, commercial, multi-family, health-care, environmental, industrial, institutional, nautical, aeronautical, civil engineering, or oil and/or gas well, construction works, including but not limited to, properties of cement and/or concrete.1.06"Copyrights" shall mean all rights in works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights, author, performer, moral and neighboring rights, and all registrations, applications for registration, and renewals for any of the foregoing.1.07 "Effective Date" shall mean the date appearing at the beginning of this Agreement.1.08Field Definitions:(a)"GCP Technologies Field" shall mean products, processes, services, or equipment relating to or used with the Construction Technologies Field, Packaging Technologies Field, or Sodasorb Technologies Field, wherein: (i)"Construction Technologies Field" shall mean products, processes, services or equipment relating to or used with one or more Construction Products such as for example:(A)specialty construction chemic