Saturday, Sunday Uses in CERTAIN DEFINITIONS Clause

CERTAIN DEFINITIONS from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of May 30, 2014, by and among OrthoPediatrics Corp., a Delaware corporation (the "Company") and Squadron Capital LLC, a Delaware limited liability company (together with its successors and assigns "Squadron"), and the additional parties, if any, listed on Schedule I attached hereto.

CERTAIN DEFINITIONS. As used in this Agreement, the following terms will have the following respective meanings: "Affiliate" means, with respect to any specified Person, (a) any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person (for the purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise) and (b) with respect to any natural Person, any Member of the Immediate Family of such natural Person. "Affiliated Party" means, with respect to any specified Holder, each corporation, trust, limited liability company, general or limited partnership or other entity that is under common control with such Holder or whose general partner, manager, managing member, trustee or investment advisor is the same or an Affiliate of the general partner, manager, managing member, trustee or investment advisor of such Holder and any shareholder, partner, member or beneficiary of any of the foregoing. "Agreement" is defined in the Preamble. "Application" is defined in Section 6.1. "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in the State of New York are authorized or required to close. "Commission" means the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act or the Exchange Act. "Common Stock" means the Common Stock of the Company and any securities issued in exchange for or in replacement of such Common Stock. "Company" is defined in the Preamble. "Covered Person" is defined in Section 6.1 of this Agreement. "Effectiveness Deadline" means the date which is 60 days after the applicable Filing Deadline for the applicable Registration Statement, or if there is a full review of such Registration Statement by the Commission, 90 days after the applicable Filing Deadline for such Registration Statement. "Eligible Market" means the NYSE MKT LLC, The New York Stock Exchange, Inc., The NASDAQ Capital Market, The NASDAQ Global Market or The NASDAQ Global Select Market or any other securities market satisfactory to Squadron. "Exchange Act" means the Securities Exchange Act of 1934, and any successor to such statute, and the rules and regulations of the Commission issued under such Act, as they each may, from time to time, be amended and in effect. "Filing Deadline" is defined in Section 4.1 of this Agreement. "Grace Period" is defined in Section 4.14 of this Agreement. "Holder" means Squadron and any other Person who purchased Series B Preferred Stock pursuant to the Purchase Agreement and who owns Registrable Shares and is party to this Agreement as reflected on Schedule I hereto, and any Permitted Transferee thereof in accordance with Section 7.3 hereof. "Initial Public Offering" means the initial underwritten Public Offering on Form S1 (or any successor form under the Securities Act). "Maximum Number of Shares" is defined in Section 5.2. "Members of the Immediate Family" means, with respect to any individual, each spouse or child or other descendants of such individual, each trust created solely for the benefit of one or more of the aforementioned Persons and their spouses and each custodian or guardian of any property of one or more of the aforementioned Persons in his capacity as such custodian or guardian. "Permitted Transferee" is defined in Section 7.3. "Person" means any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof. "Public Offering" means a public offering and sale of Common Stock for cash pursuant to an effective Registration Statement. "Purchase Agreement" is defined in the Preamble "Qualified IPO" means Public Offering at a price of at least $20.55 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock), in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $50,000,000 of gross proceeds, net of the underwriting discount and commissions, to the Company. "Register," "registered," and "registration" refer to a registration effected by preparing and filing a Registration Statement or similar document in compliance with the Securities Act and the automatic effectiveness or the declaration or ordering of effectiveness of such Registration Statement or similar document. "Regis

Certain Definitions from First Supplemental Indenture

FIRST SUPPLEMENTAL INDENTURE dated as of June 15, 2016 (Supplemental Indenture) between MTS Systems Corporation a Minnesota corporation, as issuer (the Company) and U.S. Bank National Association, as trustee (the Trustee), supplementing the Indenture dated as of June 15, 2016 between the Company and U.S. Bank National Association (the Base Indenture and, as supplemented by this Supplemental Indenture, the Indenture).

Certain Definitions. Section 101 of the Base Indenture is hereby amended by adding the following definitions in their proper alphabetical order which, in the event of a conflict with the definition of terms in the Base Indenture, shall govern. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Base Indenture. Bankruptcy Law means title 11 of the United States Code, as amended, or any similar foreign, federal or state law for the relief of debtors. Base Indenture has the meaning ascribed to it in the preamble hereof. Business Day means any day other than a Saturday, Sunday or any day on which banking institutions in New York, New York are authorized or obligated by applicable law or executive order to close or be closed. Certificated Note means a Note in definitive registered form without interest coupons. Common Stock means the common stock, par value $0.25 per share, of the Company as it existed on the Issue Date. close of business means 5:00 p.m. (New York City time). Company has the meaning ascribed to it in the preamble hereof and shall also refer to any successor obligor under the Indenture. Component Note means a Note in global form and attached to a Global Unit that (a) shall evidence the number of Notes specified therein that are components of the Units evidenced by such Global Unit, (b) shall be registered on the Security Register in the name of U.S. Bank National Association, National Association, as attorney-in-fact of holder(s) of the Units of which such Notes form a part, and (c) shall be held by the Purchase Contract Agent as attorney-in-fact for such holder(s), together with the Global Unit, as custodian of such Global Unit for the Depositary. Covenant Defeasance has the meaning ascribed to it in Section 5.04. Custodian means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. Default means any event, act or condition that is, or after notice or the lapse of time or both would be, an Event of Default. DTC has the meaning ascribed to such term in Section 6.03 hereof. Early Mandatory Settlement Date has the meaning ascribed to it in the Purchase Contract Agreement. Early Mandatory Settlement Notice has the meaning ascribed to it in the Purchase Contract Agreement. Early Mandatory Settlement Right has the meaning ascribed to it in the Purchase Contract Agreement. EDGAR means the Electronic Data-Gathering, Analysis, and Retrieval system of the Commission. Event of Default means any event specified as such in Section 4.02(a) hereof. Exchange Act means the Securities Exchange Act of 1934, as amended, and any statute successor thereto, in each case as amended from time to time, together with the rules and regulations promulgated thereunder. Fundamental Change has the meaning ascribed to such term in the Purchase Contract Agreement. GAAP means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, as in effect on the Issue Date. Global Note has the meaning ascribed to such term in Section 6.01(b) hereof. Global Note Holder has the meaning ascribed to such term in Section 6.03 hereof. Global Unit has the meaning ascribed to such term in the Purchase Contract Agreement. Holder, Holder of Securities, securityholder and similar terms mean in the case of a Note, the Person in whose name such Note is registered in the books of the security register for the Notes. Indenture has the meaning ascribed to it in the preamble hereof. Initial Principal Amount means $23.8136 per Note. Installment Payment has the meaning ascribed to it in Section 6.02(a). Installment Payment Date means each January 1, April 1, July 1 and October 1, commencing on October 1, 2016 and ending on the Maturity Date. Installment Payment Period means the period from, and including, the Issue Date to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from, and including, an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date. Issue Date means June 15, 2016. Legal Defeasance has the meaning ascribed to it in Section 5.03. Maturity Date means July 1, 2019. Merger Redemption Notice has the meaning ascribed to it in the Purchase Contract Agreement. Merger Redemption Settlement Date has the meaning ascribed to it in the Purchase Contract Agreement. Merger Termination Redemption has the meaning ascribed to it in the Purchase Contract Agreement. Note and Notes have the respective meanings ascribed to such terms in the preamble hereof and includes, for the avoidance of doubt, both Separate Notes and Notes that constitute part of a Unit. Paying Agent refers to a Perso

Certain Definitions from Certificate of Incorporation

The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

Certain Definitions. As used in this Designations, Rights and Preferences of 6% Series A Preferred Stock of the Corporation (this "Series A Designation"), the following terms shall have the following meanings, unless the context otherwise requires: "Board of Directors" means either the board of directors of the Corporation or any duly authorized committee of such board. "Business Day" means any day other than a Saturday, Sunday or a day on which state or U.S. federally chartered banking institutions in New York, New York are not required to be open. "Capital Stock" of any Person means any and all shares, interests, participations or other equivalents however designated of corporate stock or other equity participations, including partnership interests, whether general or limited, of such Person and any rights (other than debt securities convertible or exchangeable into an equity interest), warrants or options to acquire an equity interest in such Person that are traded on an established national or regional trading market or exchange, including but not limited to the common stock, par value $.01 per share, of Valhi, Inc., a Delaware corporation. "Certificate of Incorporation" means the Second Amended and Restated Certificate of Incorporation of the Corporation, as amended from time to time, and includes this Series A Designation. "Common Stock" means the voting Common Stock, $.01 par value per share, of the Corporation and any other stock of any class of the Corporation that has no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation. "Corporation" means Valhi, Inc., a Delaware corporation, and its successors. "Dividend Payment Date" means March 31, June 30, September 30 and December 31, of each year, or if any such date is not a Business Day, on the next succeeding Business Day. "Dividend Period" means the period beginning on, and including, a Dividend Payment Date and ending on, and excluding, the immediately succeeding Dividend Payment Date. "Liquidation Preference" has the meaning assigned to such term in Section 4(a). "Outstanding" means, when used with respect to Series A Preferred Stock, as of any date of determination, all shares of Series A Preferred Stock outstanding as of such date; provided further that, in determining whether the holders of Series A Preferred Stock have given any request, demand, authorization, direction, notice, consent or waiver or taken any other action hereunder, Series A Preferred Stock owned by the Corporation shall be deemed not to be outstanding. "Parity Stock" has the meaning assigned to such term in Section 2. "Person" means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. "Record Date" means with respect to the dividends payable on March 31, June 30, September 30 and December 31 of each year, March 15, June 15, September 15 and December 15 of each year, respectively, or such other record date, not more than 60 days and not less than 10 days preceding the applicable Dividend Payment Date, as may be fixed by the Board of Directors. "Senior Stock" has the meaning assigned to such term in Section 2. "Series A Preferred Stock" has the meaning assigned to such term in the preamble hereto.

Certain Definitions from Financial Services Agreement

SEASPAN FINANCIAL SERVICES LTD., a limited liability Cayman Islands company (the Manager), having its registered office at 190 Elgin Avenue, George Town, Cayman Islands and a business address at 68 West Bay Road, PO Box 10315, Grand Cayman, Cayman Islands KY1-1003; and

Certain Definitions. In this Agreement, unless the context requires otherwise, the following terms shall have the respective meanings set forth below: Affiliate means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, is Controlled by, Controls or is under common Control with the Person in question. Aggregate Principal Amount means (i) in the case of any debt financing, the aggregate principal amount of the debt incurred by the Company in connection with such financing that is or would be required to be reflected on the balance sheet(s) of the Company prepared in accordance with the applicable accounting standards of the Company or, in the event of any disagreement with respect to such amount, as mutually agreed by the Parties in good faith and (ii) in the case of any lease, the amount mutually agreed by the Parties in good faith. For any debt financing or lease of a joint venture that is a Controlled Affiliate of the Company, the Aggregate Principal Amount will represent the proportionate amount of such debt financing or lease, as applicable, based on the Companys ownership interest in such joint venture. Agreement has the meaning ascribed to such term in the introductory paragraph. Applicable Law means, with respect to any Person, all statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions affecting such Person, such Persons assets or the securities of such Person, whether now or hereafter enacted and in force. Audit Committee means the audit committee of the Board. Board means the Board of Directors of the Company or an applicable committee thereof. Breaching Party has the meaning ascribed to such term in Section 6.02(b). Business means the Companys business as presently carried on of owning and/or chartering (in or out) or re-chartering and/or managing Container Vessels and any other lawful act or activity customarily conducted by the Company in conjunction therewith. Business Day means a day other than a Saturday, Sunday or other day on which banks in the Marshall Islands, the Cayman Islands, Hong Kong or Vancouver, British Columbia are required or authorized by Applicable Law to close. Change of Control means:

Certain Definitions from Registration Rights Agreement

This Registration Rights Agreement (the Agreement) is made and entered into as of this 25th day of April 2016 by and among Resonant Inc., a Delaware corporation (the Company), and the investors identified on the signature pages hereto (each, including its successors and assigns, an Investor, and collectively, the Investors).

Certain Definitions. As used in this Agreement, the following terms shall have the following meanings: Business Day means any day other than a Saturday, Sunday or a day which is a Federal legal holiday in the U.S. Common Stock means the Companys common stock, par value $0.001 per share, and any securities into which such shares may hereinafter be reclassified. Prospectus means (i) the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and (ii) any free writing prospectus as defined in Rule 405 under the 1933 Act. Register, registered and registration refer to a registration made by preparing and filing a Registration Statement or similar document in compliance with the 1933 Act (as defined below), and the declaration or ordering of effectiveness of such Registration Statement or document. Registrable Securities means (i) the Shares, (ii) the Warrant Shares, and (iii) any other securities issued or issuable with respect to or in exchange for Registrable Securities, whether by merger, charter amendment or otherwise; provided, that the Shares and Warrant Shares held by an Investor shall not be Registrable Securities if such Investor has not completed and delivered to the Company a Selling Stockholder Questionnaire prior to the filing of the initial Registration Statement; and provided, further, that, an Investors security shall cease to be a Registrable Security upon the earliest to occur of the following: (A) sale of such security pursuant to a Registration Statement; or (B) such security becoming eligible for sale by the Investor pursuant to Rule 144 under the 1933 Act. Registration Statement means any registration statement of the Company filed under the 1933 Act (including a post-effective amendment to a previously filed registration statement) that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement. Required Investors means the Investors holding a majority of the Registrable Securities. SEC means the U.S. Securities and Exchange Commission. Selling Stockholder Questionnaire means a questionnaire in the form attached as Exhibit B hereto, or such other form of questionnaire as may reasonably be adopted by the Company from time to time. Shares means the shares of Common Stock issued pursuant to the Purchase Agreement. Warrant Shares means the shares of Common Stock issuable upon the exercise of warrants issued pursuant to the Purchase Agreement. 1933 Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 1934 Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Certain Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER, dated as of April 19, 2016 (this Agreement), is made by and among Ninestar Holdings Company Limited, a Cayman Islands exempted limited liability company (Holdings), Ninestar Group Company Limited, a Cayman Islands exempted limited liability company and a wholly owned subsidiary of Holdings (Parent), Ninestar Lexmark Company Limited, a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), Lexmark International, Inc., a Delaware corporation (the Company), and, solely for purposes of Article 4, Section 5.12, Section 5.16, Section 7.2 and Article 8, Apex Technology Co., Ltd., a company organized under the laws of PRC and listed on the Shenzhen Stock Exchange (Apex). Capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.5, Section 8.6 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.

Certain Definitions. For purposes of this Agreement, the term: Acceptable Confidentiality Agreement means a confidentiality agreement that contains confidentiality provisions that are no less favorable in all material respects in the aggregate to the Company than those contained in the Confidentiality Agreement; provided, that any such confidentiality agreement need not contain any standstill or similar provision. Acquisition Proposal means any offer or proposal from a Third Party concerning (a) a merger, consolidation or other business combination transaction involving the Company, (b) a sale, lease or other disposition by merger, consolidation, business combination, share exchange, joint venture or otherwise, which would result in a Third Party acquiring or licensing assets of the Company (including Equity Interests of a Company Subsidiary) or the Company Subsidiaries representing more than 25% of the consolidated assets of the Company and the Company Subsidiaries, based on their fair market value as determined in good faith by the Company Board, (c) an issuance (including by way of merger, consolidation, business combination or share exchange) of Equity Interests representing more than 25% of the voting power of the Company or (d) any combination of the foregoing (in each case, other than the Merger). affiliate means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first-mentioned Person. control (including the terms controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of capital stock or other Equity Interests, as trustee or executor, by Contract or credit arrangement or otherwise. Apex means Apex Technology Co., Ltd. Apex Shareholder Meeting means a meeting of Apexs shareholders, duly called in accordance with the organizational documents of Apex and applicable Law and stock exchange regulations, to be held to seek the Apex Shareholder Approval. Benefit Plan means each (a) employee benefit plan (as defined in Section 3(3) of ERISA but whether or not subject to ERISA, and, for the avoidance of doubt, including any such plans referred to as schemes rather than plans in any non-U.S. jurisdiction), (b) bonus, incentive or deferred compensation or equity or equity-based compensation plan, program, policy, agreement, scheme or arrangement, (c) employment, consulting, severance, change in control, retention or termination plan, program, policy, agreement, scheme or arrangement or (d) other compensation or benefit plan, program, policy, agreement, scheme or arrangement, in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any Commonly Controlled Entity for the benefit of any Participant, or between the Company, any of the Company Subsidiaries or any Commonly Controlled Entity, on the one hand, and any Participant, on the other hand, or with respect to which any potential liability, whether absolute or contingent, is borne by the Company or any of the Company Subsidiaries, and in each case whether or not (i) subject to the Laws of the United States, (ii) in writing or (iii) funded. Business Day means any day other than Saturday, Sunday or any day on which commercial banks in New York, New York, Lexington, Kentucky or the PRC are authorized or required by applicable Law to close, provided, that the reference to the PRC in this definition shall be disregarded when the term is used in Section 5.3. CERCLA means the Comprehensive Environmental Response, Compensation and Liability Act, as amended (42 U.S.C. SS 9601 et seq.). CFIUS means the Committee on Foreign Investment in the United States and each member agency thereof acting in such capacity. CFIUS Approval means (a) a written notice issued by CFIUS that it has concluded a review or investigation of the notification voluntarily provided pursuant to the DPA with respect to the transactions contemplated by this Agreement, and has terminated all action under Section 721 of the DPA or (b) if CFIUS has sent a report to the President of the United States requesting the Presidents decision, then (i) the President has announced a decision not to take any action to suspend or prohibit the transactions contemplated by this Agreement, or (ii) having received a report from CFIUS requesting the Presidents decision, the President has not taken any action after 15 days from the date the President received such report from CFIUS. Code means the United States Internal Revenue Code of 1986, as amended. Commonly Controlled Entity means the Company, any of the Company Subsidiaries or any other Person that, together with the Company, is treated as a single employer under Section 414 of the Code. Company Intellectual Property means all Intellectual Property owned, purported t

CERTAIN DEFINITIONS from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of May 30, 2014, by and among OrthoPediatrics Corp., a Delaware corporation (the "Company") and Squadron Capital LLC, a Delaware limited liability company (together with its successors and assigns "Squadron"), and the additional parties, if any, listed on Schedule I attached hereto.

CERTAIN DEFINITIONS. As used in this Agreement, the following terms will have the following respective meanings: "Affiliate" means, with respect to any specified Person, (a) any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person (for the purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise) and (b) with respect to any natural Person, any Member of the Immediate Family of such natural Person. "Affiliated Party" means, with respect to any specified Holder, each corporation, trust, limited liability company, general or limited partnership or other entity that is under common control with such Holder or whose general partner, manager, managing member, trustee or investment advisor is the same or an Affiliate of the general partner, manager, managing member, trustee or investment advisor of such Holder and any shareholder, partner, member or beneficiary of any of the foregoing. "Agreement" is defined in the Preamble. "Application" is defined in Section 6.1. "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in the State of New York are authorized or required to close. "Commission" means the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act or the Exchange Act. "Common Stock" means the Common Stock of the Company and any securities issued in exchange for or in replacement of such Common Stock. "Company" is defined in the Preamble. "Covered Person" is defined in Section 6.1 of this Agreement. "Effectiveness Deadline" means the date which is 60 days after the applicable Filing Deadline for the applicable Registration Statement, or if there is a full review of such Registration Statement by the Commission, 90 days after the applicable Filing Deadline for such Registration Statement. "Eligible Market" means the NYSE MKT LLC, The New York Stock Exchange, Inc., The NASDAQ Capital Market, The NASDAQ Global Market or The NASDAQ Global Select Market or any other securities market satisfactory to Squadron. "Exchange Act" means the Securities Exchange Act of 1934, and any successor to such statute, and the rules and regulations of the Commission issued under such Act, as they each may, from time to time, be amended and in effect. "Filing Deadline" is defined in Section 4.1 of this Agreement. "Grace Period" is defined in Section 4.14 of this Agreement. "Holder" means Squadron and any other Person who purchased Series B Preferred Stock pursuant to the Purchase Agreement and who owns Registrable Shares and is party to this Agreement as reflected on Schedule I hereto, and any Permitted Transferee thereof in accordance with Section 7.3 hereof. "Initial Public Offering" means the initial underwritten Public Offering on Form S1 (or any successor form under the Securities Act). "Maximum Number of Shares" is defined in Section 5.2. "Members of the Immediate Family" means, with respect to any individual, each spouse or child or other descendants of such individual, each trust created solely for the benefit of one or more of the aforementioned Persons and their spouses and each custodian or guardian of any property of one or more of the aforementioned Persons in his capacity as such custodian or guardian. "Permitted Transferee" is defined in Section 7.3. "Person" means any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof. "Public Offering" means a public offering and sale of Common Stock for cash pursuant to an effective Registration Statement. "Purchase Agreement" is defined in the Preamble "Qualified IPO" means Public Offering at a price of at least $20.55 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock), in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $50,000,000 of gross proceeds, net of the underwriting discount and commissions, to the Company. "Register," "registered," and "registration" refer to a registration effected by preparing and filing a Registration Statement or similar document in compliance with the Securities Act and the automatic effectiveness or the declaration or ordering of effectiveness of such Registration Statement or similar document. "Regis

Certain Definitions from Warrant Agreement

Page Section 1. Certain Definitions 1 Section 2. Appointment of Warrant Agent 2 Section 3. Issuance and Form of Global Warrant Certificate 3 Section 4. [RESERVED] 3 Section 5. Transfer and Exchange of Warrants 3 Section 6. Exercise of Warrants; Mechanics of Exercise 4 Section 7. Adjustment of Exercise Price 6 Section 8. Certain Representations; Reservation and Availability of Shares of Common Stock or Cash 7 Section 9. Fractional Shares of Common Stock. 8 Section 10. Warrant Holder Not Deemed a Stockholder 8 Section 11. The Warrant Agent 9 Section 12. Purchase or Consolidation or Change of Name

Certain Definitions. For purposes of this Agreement, the following terms have the meanings indicated: "Affiliate" has the meaning ascribed to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). "Business Day" means any day other than a Saturday, Sunday or a day on which the New York Stock Exchange is authorized or obligated by law or executive order to close. "Close of Business" on any given date means 5:00 p.m., New York City time, on such date; provided, however, that if such date is not a Business Day, it means 5:00 p.m., New York City time, on the next succeeding Business Day. "Exercise Price", for any particular Warrant, means the Initial Exercise Price, as adjusted from time to time pursuant to Section 7. "Holder" means a holder of beneficial interest in a Warrant. "Initial Exercise Price", for any particular Warrant, means the greater of (i) $10.00 and (ii) 120% of the VWAP for the consecutive 20 Trading Days immediately prior to the date of issuance of such Warrant. "NYSE MKT" means the NYSE MKT exchange. "OP Units" means units of limited partnership interest in Bluerock Residential Holdings, L.P., a Delaware limited partnership, which is a subsidiary of the Company. "Person" means an individual, corporation, association, partnership, limited liability company, joint venture, trust, unincorporated organization, government or political subdivision thereof or governmental agency or other entity. "Securities Act" means the Securities Act of 1933, as amended. "Trading Day" means, (i) if the Common Stock is listed or admitted to trading on the NYSE MKT, a day on which the NYSE MKT is open for the transaction of business, (ii) if the Common Stock is not listed or admitted to trading on the NYSE MKT but is listed or admitted to trading on another national securities exchange or automated quotation system, a day on which the principal national securities exchange or automated quotation system, as the case may be, on which the Common Stock is listed or admitted to trading is open for the transaction of business, or (iii) if the Common Stock is not listed or admitted to trading on any national securities exchange or automated quotation system, any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. "VWAP" means, for any Trading Day, the volume-weighted average price, calculated by dividing the aggregate value of Common Stock traded on the NYSE MKT or on another national securities exchange or automated quotation system during regular hours (price per share multiplied by number of shares traded) by the total volume (number of shares) of Common Stock traded on the NYSE MKT for such Trading Day, or if such volume-weighted average price is unavailable, the market value of one share of Common Stock on such Trading Day as determined by the Board of Directors of the Company in a commercially reasonable manner, using a volume-weighted average price method. "Warrant Shares" means shares of Common Stock issuable upon exercise of Warrants. Initially, the number of shares of Common Stock with respect to which a Warrant may be exercised is 20.

Certain Definitions from Share Exchange Agreement

This Share Exchange Agreement (this "Agreement") is made and entered into as of January 11, 2016 by and among (i) DT Asia Investments Limited, a business company incorporated in the British Virgin Islands with limited liability (the "Purchaser"), (ii) DeTiger Holdings Limited, a business company incorporated in the British Virgin Islands with limited liability, in the capacity as the representative from and after the Closing (as defined below) for the shareholders of the Purchaser as of immediately prior to the Closing in accordance with the terms and conditions of this Agreement (the "DT Representative"), (iii) Adrie Global Holdings Limited, a business company incorporated in the British Virgin Islands with limited liability (the "Company"), (iv) each of the shareholders of the Company named on Annex I hereto (collectively, the "Sellers") and (v) Li Jingping, an individual residing in the Xinjiang Province in the People's Republic of China, in the capacity as the representative for th

Certain Definitions. For purpose of this Agreement, the following capitalized terms have the following meanings: "2016 Earn-Out Target" means the amount set forth in the table on Annex IV hereto under the heading "2016 Earn-Out Target" based on the Net Closing Proceeds (as it may alternatively be expressed in RMB pursuant to the Exchange Rate Acknowledgement). "2017 Earn-Out Target" means the amount set forth in the table on Annex IV hereto under the heading "2017 Earn-Out Target" based on the Net Closing Proceeds (as it may alternatively be expressed in RMB pursuant to the Exchange Rate Acknowledgement). "2018 Earn-Out Target" means the amount set forth in the table on Annex IV hereto under the heading "2018 Earn-Out Target" based on the Net Closing Proceeds (as it may alternatively be expressed in RMB pursuant to the Exchange Rate Acknowledgement). "Accrued Dividends" means any dividends or distributions paid or otherwise accruing to the Escrow Shares during the time such Escrow Shares are held in the Escrow Account, as of the relevant date. "Action" means any notice of noncompliance or violation, or any claim, demand, charge, action, suit, litigation, audit, settlement, complaint, stipulation, assessment or arbitration, or any request (including any request for information), inquiry, hearing, proceeding or investigation, by or before any Governmental Authority. "Adjusted Net Income" means with respect to any designated period of time, the aggregate consolidated net income of the Purchaser and the Company and their respective Subsidiaries (without double-counting any periods during which the Purchaser and the Company are consolidated) for such period, determined in accordance with GAAP as adjusted by and calculated in accordance with the methodology set forth on Annex II hereto. "Affiliate" means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person. Notwithstanding anything to the contrary contained herein, China Lending and its Subsidiaries will be deemed to be Affiliates of the Company for all purposes of this Agreement. "Alternative Earn-Out Target" means the amount set forth in the table on Annex IV hereto under the heading "Alternative Earn-Out Target" based on the Net Closing Proceeds (as it may alternatively be expressed in RMB pursuant to the Exchange Rate Acknowledgement). "Ancillary Documents" means each agreement, instrument or document attached hereto as an Exhibit, including the Escrow Agreement, the Non-Competition Agreements, the Lock-Up Agreement and the Registration Rights Agreement and the other agreements, certificates and instruments to be executed or delivered by any of the parties hereto in connection with or pursuant to this Agreement. "Benefit Plans" of any Person means any and all deferred compensation, executive compensation, incentive compensation, equity purchase or other equity-based compensation plan, employment or consulting, severance or termination pay, holiday, vacation or other bonus plan or practice, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit sharing, pension, or retirement plan, program, agreement, commitment or arrangement, and each other employee benefit plan, program, agreement or arrangement, including each "employee benefit plan" as such term is defined under Section 3(3) of ERISA, maintained or contributed to or required to be contributed to by a Person for the benefit of any employee or terminated employee of such Person, or with respect to which such Person has any Liability, whether direct or indirect, actual or contingent, whether formal or informal, and whether legally binding or not. "BVI Act" means the British Virgin Islands Business Companies Act, 2004, as amended. "Business Day" means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York are authorized to close for business. "Closing Proceeds" means an amount equal to the sum of: (i) the amount of funds in the Trust Account after giving effect to the Redemption, plus (ii) the amount paid for the PIPE Shares in the PIPE Investment. "Code" means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as amended. Reference to a specific section of the Code shall include such section and any valid treasury regulation promulgated thereunder. "Company Charter" means the memorandum and articles of association of the Company, as amended and effective under the BVI Act. "Company Confidential Information" means all confidential or proprietary documents and information concerning the Target Companies or the Sellers or any of their respective Representatives, furnished in connection with this Agreement or the transactions contemplated hereby; provided, however, that Company Confidential Information shall not include any information which, (i) at the time of disclosure by the Purchaser or its Representativ

Certain Definitions from Loan Agreement

Certain Definitions. As used herein, the following terms have the meanings indicated, unless the context otherwise requires: Accounts means any right of Borrower to payment for goods sold or leased or for services rendered, but shall not include interest or service charges. Account Debtor means a Person who is obligated on or under an Account. Advance means a disbursement by Lender of any of the proceeds of a Loan. Affiliate means any individual or entity directly or indirectly controlling, controlled by, or under common control with, another individual or entity. Applicable Bankruptcy Law means the United States Bankruptcy Code or any other present or future insolvency, bankruptcy, liquidation, conservatorship, reorganization or moratorium Governmental Requirement or other similar Governmental Requirements. Borrowing Base means an amount equal to the sum of (a) 80% of Borrowers Eligible Accounts, plus (b) 50% of Borrowers Eligible Inventory, plus (c) 70% of Borrowers or a Guarantors Eligible Equipment; provided, however, the amount included in clause (b) shall not exceed 50% of the total Borrowing Base as calculated hereunder. Business Day means a day other than a Saturday, Sunday or a day on which commercial banks in the State of Texas are authorized to be closed, or are in fact closed. Closing Date means the date of this Loan Agreement. Code means the Internal Revenue Code of 1986, as amended, and the regulations promulgated and rulings issued thereunder. Loan Agreement American Electric Technologies, Inc. Collateral means any and all Property and rights and interests in or to Property of Borrower and each of the Obligated Parties, whether tangible or intangible, in which a Lien is granted or purported to be granted pursuant to the Loan Documents. Declining Revolving Credit Commitment is defined in Section 2.01(b). Declining Revolving Credit Loans is defined in Section 2.01(b). Declining Revolving Credit Note means a promissory note executed by Borrower and payable to the order of Lender, evidencing the Declining Revolving Credit Loans made by Lender, as the same may be amended, restated, supplemented, modified, extended or increased from time to time. Deeds of Trust means, collectively, mortgages, deeds to secure, deeds of trust, leasehold mortgages, leasehold deeds to secure, leasehold deeds of trust or other security documents or instruments of a similar nature which create a Lien or security interest from time to time in, to or covering the Property or any other property of Borrower or any Obligated Party to secure the Obligations, including any modifications, amendments, supplements, ratifications, and restatements thereto. Default means any event or circumstance that constitutes an Event of Default or, that with, the lapse of time, would (if not cured or otherwise remedied during such time) constitute an Event of Default. Distributions means all dividends and other distributions made by a Person to its equity holders. Due From Account means an asset account in the general ledger of Borrower that indicates the amount of deposits currently held at another company. EBITDA means earnings before interest, taxes, depreciation and amortization. Eligible Accounts means as of any date, an amount equal to the lesser of the aggregate net invoice or ledger amount owing on all Accounts after deducting (without duplication): (a) each such Account that is unpaid 60 days or more after the original payment due date thereof, (b) the amount of all discounts, allowances, rebates, credits and adjustments to such Accounts, (c) the amount of all contra accounts, setoffs, defenses or counterclaims asserted by or available to the Account Debtors, (d) all Accounts with respect to which goods are placed on consignment or subject to a guaranteed sale or other terms by reason of which payment by the Account Debtor may be conditional, (e) all Accounts with respect to which Borrower has furnished a payment and/or performance bond and that portion of any Account for or representing retainage, if any, until all prerequisites to the immediate payment of retainage have been satisfied, (f) all Accounts owing by Account Debtors for which there has been instituted a proceeding in bankruptcy or reorganization under Applicable Bankruptcy Law or who has made an assignment for the benefit of creditors or fails to pay its debts as they become due, (g) all Accounts owing by any Affiliates of Borrower, (h) all Accounts in which the Account Debtor is the United States or any department, agency or instrumentality of the United States, except to the extent an acknowledgment of assignment to Lender of such Account in compliance with the