SEC Uses in Certain Definitions Clause

Certain Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of April 5, 2017 (this Agreement), by and between PacWest Bancorp, a Delaware corporation (Parent), and CU Bancorp, a California corporation (the Company) (collectively hereinafter referred to as the Parties).

Certain Definitions. The following terms are used in this Agreement with the meanings set forth below: Acquisition Proposal means (A) any proposal, offer or inquiry with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or any of its Subsidiaries that if consummated, would result in any Person (or the stockholders of any Person) owning 15% or more of the total voting power of the Company or the surviving entity in a merger involving such party or the resulting parent company of such surviving entity and (B) any proposal or offer to acquire in any manner, directly or indirectly, 15% or more of the total voting power of any class of equity securities of the Company or those of any of its Subsidiaries or 15% or more of the Companys consolidated total assets (including equity securities of its Subsidiaries), in each case other than the transactions contemplated by this Agreement. Adjusted Shareholders Equity has the meaning set forth in Section 6.03(d). Advisors has the meaning set forth in Section 6.03(d). Affiliate means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by or is under common control with such Person. For purposes of this definition, control of a Person shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. Agreement means this Agreement, as amended or modified from time to time in accordance with Section 8.02. ALL has the meaning set forth in Section 4.02(v). Alternative Acquisition Agreement has the meaning set forth in Section 5.06(c)(i)(B). Anti-Bribery and Anti-Corruption Laws means the FCPA and all other applicable anti-bribery and anti-corruption Laws. Bank Merger has the meaning set forth in the Recitals to this Agreement. Bank Merger Certificate has the meaning set forth in Section 5.19. Bank Secrecy Act means the Currency and Foreign Transaction Reporting Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act and their implementing regulations. Bankruptcy and Equity Exception has the meaning set forth in Section 4.02(e). Benefit Plans has the meaning set forth in Section 4.02(n). Book-Entry Share has the meaning set forth in Section 3.01(a). Business Day means Monday through Friday of each week, except a legal holiday recognized as such by the United States federal government or any day on which banking institutions in the State of California are authorized or obligated to close. CA Agreement of Merger has the meaning set forth in Section 2.02. California Secretary means the Secretary of State of the State of California. Cash Consideration has the meaning set forth in Section 3.01(a). CDBO means the California Department of Business Oversight. Certificate has the meaning set forth in Section 3.01(a). Certificate of Merger has the meaning set forth in Section 2.02. CFC means the California Financial Code. Claim has the meaning set forth in Section 5.11(a). Closing has the meaning set forth in Section 2.02. Closing Date has the meaning set forth in Section 2.02. Closing Financial Statements has the meaning set forth in Section 5.15. Code means the Internal Revenue Code of 1986, as amended. Community Reinvestment Act means the Community Reinvestment Act of 1977, as amended. Company has the meaning set forth in the Preamble of this Agreement. Company 401(k) Plan has the meaning set forth in Section 5.12(d). Company Applicable Date has the meaning set forth in Section 4.02(g). Company Board means the board of directors of the Company. Company Board Recommendation has the meaning set forth in Section 5.04. Company Bylaws means the bylaws of the Company, as amended. Company Change of Recommendation has the meaning set forth in Section 5.06(c)(i)(A). Company Charter means the certificate of incorporation of the Company, as amended. Company Common Stock means the common stock, no par value per share, of the Company. Company Disclosure Schedule has the meaning set forth in Section 4.01. Company Equity Awards has the meaning set forth in Section 3.04(c). Company Loan Property has the meaning set forth in Section 4.02(p). Company Material Adverse Effect means any effect, circumstance, occurrence or change that is (i) material and adverse to the business, assets or deposit liabilities, properties, operations, results of operations, condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) that materially impairs the ability of the Company to consummate the Merger and the transactions contemplated hereby on a timely basis; provided, however, that none of the following effects, circumstances, occurrences or changes shall be considered when determining if a Company Material Adverse Effect

Certain Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of April 5, 2017 (this Agreement), by and between PacWest Bancorp, a Delaware corporation (Parent), and CU Bancorp, a California corporation (the Company) (collectively hereinafter referred to as the Parties).

Certain Definitions. The following terms are used in this Agreement with the meanings set forth below: Acquisition Proposal means (A) any proposal, offer or inquiry with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or any of its Subsidiaries that if consummated, would result in any Person (or the stockholders of any Person) owning 15% or more of the total voting power of the Company or the surviving entity in a merger involving such party or the resulting parent company of such surviving entity and (B) any proposal or offer to acquire in any manner, directly or indirectly, 15% or more of the total voting power of any class of equity securities of the Company or those of any of its Subsidiaries or 15% or more of the Companys consolidated total assets (including equity securities of its Subsidiaries), in each case other than the transactions contemplated by this Agreement. Adjusted Shareholders Equity has the meaning set forth in Section 6.03(d). Advisors has the meaning set forth in Section 6.03(d). Affiliate means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by or is under common control with such Person. For purposes of this definition, control of a Person shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. Agreement means this Agreement, as amended or modified from time to time in accordance with Section 8.02. ALL has the meaning set forth in Section 4.02(v). Alternative Acquisition Agreement has the meaning set forth in Section 5.06(c)(i)(B). Anti-Bribery and Anti-Corruption Laws means the FCPA and all other applicable anti-bribery and anti-corruption Laws. Bank Merger has the meaning set forth in the Recitals to this Agreement. Bank Merger Certificate has the meaning set forth in Section 5.19. Bank Secrecy Act means the Currency and Foreign Transaction Reporting Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act and their implementing regulations. Bankruptcy and Equity Exception has the meaning set forth in Section 4.02(e). Benefit Plans has the meaning set forth in Section 4.02(n). Book-Entry Share has the meaning set forth in Section 3.01(a). Business Day means Monday through Friday of each week, except a legal holiday recognized as such by the United States federal government or any day on which banking institutions in the State of California are authorized or obligated to close. CA Agreement of Merger has the meaning set forth in Section 2.02. California Secretary means the Secretary of State of the State of California. Cash Consideration has the meaning set forth in Section 3.01(a). CDBO means the California Department of Business Oversight. Certificate has the meaning set forth in Section 3.01(a). Certificate of Merger has the meaning set forth in Section 2.02. CFC means the California Financial Code. Claim has the meaning set forth in Section 5.11(a). Closing has the meaning set forth in Section 2.02. Closing Date has the meaning set forth in Section 2.02. Closing Financial Statements has the meaning set forth in Section 5.15. Code means the Internal Revenue Code of 1986, as amended. Community Reinvestment Act means the Community Reinvestment Act of 1977, as amended. Company has the meaning set forth in the Preamble of this Agreement. Company 401(k) Plan has the meaning set forth in Section 5.12(d). Company Applicable Date has the meaning set forth in Section 4.02(g). Company Board means the board of directors of the Company. Company Board Recommendation has the meaning set forth in Section 5.04. Company Bylaws means the bylaws of the Company, as amended. Company Change of Recommendation has the meaning set forth in Section 5.06(c)(i)(A). Company Charter means the certificate of incorporation of the Company, as amended. Company Common Stock means the common stock, no par value per share, of the Company. Company Disclosure Schedule has the meaning set forth in Section 4.01. Company Equity Awards has the meaning set forth in Section 3.04(c). Company Loan Property has the meaning set forth in Section 4.02(p). Company Material Adverse Effect means any effect, circumstance, occurrence or change that is (i) material and adverse to the business, assets or deposit liabilities, properties, operations, results of operations, condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) that materially impairs the ability of the Company to consummate the Merger and the transactions contemplated hereby on a timely basis; provided, however, that none of the following effects, circumstances, occurrences or changes shall be considered when determining if a Company Material Adverse Effect

Certain Definitions from Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT, dated as of June 30, 2010, by and among Green Bancorp, Inc., a Texas corporation (the Company), and the investors listed on the signature pages of this Agreement (each a Shareholder and collectively, the Shareholders).

Certain Definitions. Capitalized terms used but not defined herein have the meanings set forth in the Shareholders Agreement. In addition, the following terms shall have the following meanings: Affiliate of any Person means any other Person which directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. The term control (including the terms controlling, controlled by and under common control with) as used with respect to any Person means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. Agreement means this Registration Rights Agreement, including all amendments, modifications and supplements and any exhibits or schedules to any of the foregoing, and shall refer to this Registration Rights Agreement as the same may be in effect at the time such reference becomes operative. Company has the meaning set forth in the introductory paragraph. Covered Shares means (i) any shares of Common Stock issued to the Shareholders pursuant to the Investment Agreements, (ii) any shares of Common Stock acquired by the Shareholders in addition to those referred to in clause (i) after the date of this Agreement and prior to the date of an Initial Public Offering and (iii) any Common Stock issued or issuable with respect thereto upon any stock dividend, split, recapitalization or similar event. Demand Registration has the meaning set forth in Section 2(a) hereof. Exchange Act means the Securities Exchange Act of 1934, as amended. Governmental Entity means any national, federal, state, municipal, local, territorial, foreign or other government or any department, commission, board, bureau, agency, regulatory authority or instrumentality thereof, or any court, judicial, administrative or arbitral body or public or private tribunal having supervisory or regulatory authority over the Company or any Subsidiary of the Company. Holder means any holder of record of Registrable Common Stock and any transferees of such Registrable Common Stock from such Holders in accordance with Section 5.6 of the Shareholders Agreement. For purposes of this Agreement, the Company may deem and treat the registered holder of Registrable Common Stock as the Holder and absolute owner thereof, and the Company shall not be affected by any notice to the contrary. Initial Public Offering means the first underwritten public offering of the Common Stock (or other equity securities of the Company) or equity securities of the Company to the general public through a registration statement filed with the SEC. Initiating Holder has the meaning set forth in Section 2(a) hereof. For purposes of this Agreement, each group of two or more affiliated Harvest Shareholders collectively making a request for a Demand Registration, two or more affiliated Pine Brook Shareholders collectively making a request for a Demand Registration and two or more affiliated FFL Shareholders collectively making a request for a Demand Registration shall be deemed to be one Initiating Holder. Other Holders means, collectively, all Holders other than the Principal Holders. Person means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, incorporated organization, association, corporation, institution, public benefit corporation, Governmental Entity or any other entity. Piggyback Registration means (i) an Initial Public Offering where the Company registers any of its common equity securities under the Securities Act for the account of the Company and/or one or more shareholders of the Company and the registration form to be used may be used for any registration of Registrable Common Stock, and (ii) any registration of the Companys common equity securities under the Securities Act (other than a registration statement on Form S-8 or on Form S-4 or any similar successor forms thereto) that is effected at any time following consummation of an Initial Public Offering, whether such registration is effected for the Companys own account or for the account of one or more shareholders of the Company, and the registration form to be used may be used for any registration of Registrable Common Stock.

Certain Definitions from Confidentiality and Non Compete Agreement

This Second Amendment to Employment, Confidentiality and Non-Compete Agreement (this Second Amendment), dated as of March 1, 2017 (Amendment Date), is by and between Elevate Credit Service, LLC, a Delaware limited liability company (Company or Employer) and Chris Lutes (Employee).

Certain Definitions. Section 2.2.4(A)(iv) of the Agreement is hereby amended and restated, in its entirety, to read as follows: (iv) Employees using for Employees own benefit or the benefit of any third party any material, non-public information, confidential information or proprietary information of any entity within the Elevate Group, or willfully or negligently disclosing any such information to third parties without the prior written consent of Companys CEO or the Board of EC, or any violation by Employee of any of Employees obligations under Section 4; provided, however, that any such use or disclosure is subject to the whistleblower provisions of Employers Code of Business Conduct and Ethics Policy, and provided further, that nothing in this Agreement restricts Employee from initiating communications with, responding to any inquiry from, or providing testimony before the SEC, FINRA, any other self-regulatory organization or any other state or federal regulatory authority without the prior consent of Employer;

Certain Definitions from Confidentiality and Non Compete Agreement

This Second Amendment to Employment, Confidentiality and Non-Compete Agreement (this Second Amendment), dated as of March 1, 2017 (Amendment Date), is by and between Elevate Credit Service, LLC, a Delaware limited liability company (Company or Employer) and Jason Harvison (Employee).

Certain Definitions. Section 2.2.4(A)(iv) of the Agreement is hereby amended and restated, in its entirety, to read as follows: (iv) Employees using for Employees own benefit or the benefit of any third party any material, non-public information, confidential information or proprietary information of any entity within the Elevate Group, or willfully or negligently disclosing any such information to third parties without the prior written consent of Companys CEO or the Board of EC, or any violation by Employee of any of Employees obligations under Section 4; provided, however, that any such use or disclosure is subject to the whistleblower provisions of Employers Code of Business Conduct and Ethics Policy, and provided further, that nothing in this Agreement restricts Employee from initiating communications with, responding to any inquiry from, or providing testimony before the SEC, FINRA, any other self-regulatory organization or any other state or federal regulatory authority without the prior consent of Employer;

Certain Definitions from Confidentiality and Non Compete Agreement

This Second Amendment to Employment, Confidentiality and Non-Compete Agreement (this Second Amendment), dated as of March 1, 2017 (Amendment Date), is by and between Elevate Credit Service, LLC, a Delaware limited liability company (Company or Employer) and Kenneth E. Rees (Employee).

Certain Definitions. Section 2.2.4(A)(iv) of the Agreement is hereby amended and restated, in its entirety, to read as follows: (iv) Employees using for Employees own benefit or the benefit of any third party any material, non-public information, confidential information or proprietary information of any entity within the Elevate Group, or willfully or negligently disclosing any such information to third parties without the prior written consent of the Board of EC, or any violation by Employee of any of Employees obligations under Section 4; provided, however, that any such use or disclosure is subject to the whistleblower provisions of Employers Code of Business Conduct and Ethics Policy, and provided further, that nothing in this Agreement restricts Employee from initiating communications with, responding to any inquiry from, or providing testimony before the SEC, FINRA, any other self-regulatory organization or any other state or federal regulatory authority without the prior consent of Employer;

Certain Definitions from Agreement

This agreement (this Agreement) is made and entered into as of February 6, 2017, by and among Autodesk, Inc., a Delaware corporation (the Company), and each of the entities listed as an Investor on the signature pages hereto (each, an Investor and, collectively, the Investors).

Certain Definitions. As used in this Agreement, the term (a) person shall be interpreted broadly to include, among others, any individual, general or limited partnership, corporation, limited liability or unlimited liability company, joint venture, estate, trust, group, association or other entity of any kind or structure; (b) Affiliate and Associate shall have the meanings set forth in Rule 12b-2 promulgated under the Exchange Act; provided, that neither Affiliate nor Associate shall include any entity whose equity securities are registered under the Exchange Act (or are publicly traded in a foreign jurisdiction), solely by reason of the fact that a principal of an Investor serves as a member of its board of directors or similar governing body, unless such Investor otherwise controls such entity (as the term control is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act) and no entity shall be an Associate solely by reason of clause (1) of the definition of Associate in Rule 12b-2 if it is not otherwise an Affiliate; (c) Voting Securities shall mean the shares of the Common Stock and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, such shares or other securities, whether or not subject to the passage of time or other contingencies; (d) business day shall mean any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of San Francisco is closed; and (e) beneficially own, beneficially owned and beneficial ownership shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.

Certain Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT is made as of [__], 2017, by and among REV Group, Inc., a Delaware corporation (the Company), the Persons listed on Schedule A hereto under the heading AIP (each, an AIP Person and, collectively, AIP), the Persons listed on Schedule A hereto under the heading JPM (each, a JPM Person and, collectively, JPM), the Persons listed on Schedule A hereto under the heading Management (Management) [and Ally Commercial Finance, LLC (Ally)].

Certain Definitions. As used herein, the following terms shall have the following meanings: Additional Piggyback Rights has the meaning set forth in Section 2.2(c). Affiliate means (a) with respect to any AIP Person or JPM Person, any Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, and includes any private equity investment fund the which is the primary investment advisor (or an Affiliate thereof) to such specified Person and (b) with respect to any other Person, any Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. It is understood and agreed that, for purposes hereof, (i) each AIP Person shall be deemed to be an Affiliate of every other AIP Person, (ii) each JPM Person shall be deemed to be an Affiliate of every other JPM Person, (iii) neither the Company nor any subsidiary of the Company shall be deemed to be an Affiliate of any Holder, and (iv) except as set forth in clauses (i) or (ii) above, no Holder shall be deemed to be an Affiliate of any other Holder. Agreement means this Registration Rights Agreement, as this agreement may be amended, modified, supplemented or restated from time to time after the date hereof. AIP has the meaning set forth in the preamble. AIP Person has the meaning set forth in the preamble and any subsequent Holder who is Assigned all, but not less than all, of such AIP Persons Registrable Securities in a single transaction in accordance with Section 4.5. [Ally has the meaning set forth in the preamble.] Assign means to directly or indirectly sell, transfer, assign, distribute, exchange, pledge, hypothecate, mortgage, grant a security interest in, encumber or otherwise dispose of Registrable Securities, whether voluntarily or by operation of law, including by way of a merger. Assignor, Assignee, Assigning and Assignment have meanings corresponding to the foregoing. automatic shelf registration statement has the meaning set forth in Section 2.4. Board means the Board of Directors of the Company. Business Day means any day other than a Saturday, Sunday or day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close. Carryover Amount for any Holder means, with respect to any registered offering in which such Holder elected not to participate after receipt of a notice under Section 2.2(a), a number of Registrable Securities equal to the number of Registrable Securities then held by such Holder, multiplied by a fraction (expressed as a percentage), the numerator of which is equal to the number of Registrable Securities sold by the Holder that sold the most Registrable Securities in such offering and the denominator of which is the number of Registrable Securities held by such Holder immediately prior to such offering. Claims has the meaning set forth in Section 2.9(a). Company Shares means common stock of the Company, par value $0.001 per share, and any and all securities of any kind whatsoever of the Company that may be issued by the Company after the date hereof in respect of, in exchange for, or in substitution of, Company Shares, pursuant to any stock dividends, splits, reverse splits, combinations, reclassifications, recapitalizations, reorganizations and the like occurring after the date hereof. Company Shares Equivalents means all options, warrants and other securities convertible into, or exchangeable or exercisable for (at any time or upon the occurrence of any event or contingency and without regard to any vesting or other conditions to which such securities may be subject) Company Shares or other equity securities of the Company (including, without limitation, any note or debt security convertible into or exchangeable for Company Shares or other equity securities of the Company). Company means REV Group, Inc. and any successor thereto. Demand Exercise Notice has the meaning set forth in Section 2.1(a). Demand Registration has the meaning set forth in Section 2.1(a). Demand Registration Request has the meaning set forth in Section 2.1(a). Exchange Act means the Securities Exchange Act of 1934, as amended. Expenses means any and all fees and expenses incident to the Companys performance of or compliance with Article 2, including, without limitation: (i) SEC, stock exchange or FINRA registration and filing fees and all listing fees and fees with respect to the inclusion of securities on the New York Stock Exchange or on any other securities market on which the Company Shares are listed or quoted, (ii) fees and expenses of compliance with state securities or blue sky laws and in connection with the preparation of a blue sky survey, including, without limitation, reasonable fees and expenses of outside blue sky counsel, (iii) printing and copying expenses, (iv) messenger and delivery expenses, (v) expenses incurred in connection with any road show, (vi) fees and disbursements of counsel for

Certain Definitions from Amended and Restated Registration Rights Agreement

This Amended and Restated Registration Rights Agreement (the Agreement), dated as of December 19, 2016, is by and among Fuse Medical, Inc., a Delaware corporation (the Company), Reeg Medical Industries, Inc., a Texas corporation (Reeg Medical), and NC 143 Family Holdings, LP, a Texas limited partnership (NC 143 and, together with Reeg Medical, the Investors).

Certain Definitions. As used in this Agreement, the following terms shall have the following meanings: Affiliate means, with respect to any person, any other person which directly or indirectly controls, is controlled by, or is under common control with, such person. Allowed Delay shall have the meaning set forth in Section 2(e)(ii) of this Agreement. Business Day means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business. Common Stock means shares of the Companys common stock, par value $0.01, and any securities into which such shares may hereinafter be reclassified. Company Registration means a registration statement to be filed by the Company with respect to any of its equity securities for its own account (other than a registration statement on Form S-4 or S-8 or any successor or substantially similar form). Form S-1 means a Form S-1 Registration Statement under the 1933 Act, or any successor or substantially similar form. Form S-3 means a Form S-3 Registration Statement under the 1933 Act, or any successor or substantially similar form. Investors means, in addition to such Investors as defined in the Preamble to this Agreement, a permitted transferee of any such Investor who is a subsequent holder of Registrable Securities and who executes and delivers to the Company a joinder to this Agreement. The Investors are individually referred to herein as an Investor. Other Holder Demand Rights means the rights of any holder of Company securities, other than the Investors, having a contractual right to require the Company to effect a registration of Company securities held by such holder. Other Holder Piggyback Rights means the rights of any holder of Company securities, other than the Investors, having contractual piggy-back registration rights entitled to participate in a registration. Prospectus means 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 or deemed to be incorporated by reference in such prospectus which is permitted to be so incorporated by reference in accordance with the rules and regulations of the SEC. 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 or Registrable Security means (i) the shares of Common Stock issued to the Investors in connection with the Purchase Agreement and (ii) any securities issued or issuable with respect to such securities by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization with respect to any of the securities referenced in clause (i); provided that securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the 1933 Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, and new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company; (c) such securities shall have ceased to be outstanding; or (d) such securities are salable within a three-month period under Rule 144 without regard to any volume limitations under Rule 144. Registration shall mean any Demand Registration or Piggy-Back Registration. Registration Statement means any registration statement of the Company filed under the 1933 Act 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, and all exhibits to and all material incorporated by reference or deemed to be incorporated by reference in such Registration Statement. SEC means the U.S. Securities and Exchange Commission. Underwriter means a securities dealer, investment banker, or purchasers agent who purchases any Registrable Securities as principal in an underwritten offering and not as part of such securities dealers market-making activities. 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

AGREEMENT AND PLAN OF MERGER, dated as of November 2, 2016 (this Agreement), by and between BAY BANKS OF VIRGINIA, INC. (Bay Banks) and VIRGINIA BANCORP INC. (Virginia BanCorp).

Certain Definitions. The following terms are used in this Agreement with the meanings set forth below: Acquisition Agreement has the meaning set forth in Section 9.03(a). Acquisition Proposal means any tender or exchange offer, proposal for a merger, consolidation or other business combination involving Bay Banks or Virginia BanCorp or any of their Significant Subsidiaries or any proposal or offer to acquire equity interests representing 24.99% or more of the voting power of, or at least 24.99% of the assets or deposits of, Bay Banks or Virginia BanCorp or any of their Significant Subsidiaries, other than the transactions contemplated by this Agreement. Agreement has the meaning set forth in the preamble to this Agreement. Bank Merger has the meaning set forth in Section 3.01(a). Bank Merger Agreement means the Agreement and Plan of Merger of Virginia Commonwealth Bank with and into Bank of Lancaster, attached as Exhibit B. Bank Merger Effective Date has the meaning set forth in Section 3.02. Bank of Lancaster means Bank of Lancaster, a commercial bank chartered under the laws of Virginia and a wholly owned direct subsidiary of Bay Banks. Bay Banks has the meaning set forth in the preamble to this Agreement. Bay Banks Board means the Board of Directors of Bay Banks. Bay Banks Bylawsmeans the Bylaws of Bay Banks, as amended. Bay Banks Certificate means the Articles of Incorporation of Bay Banks, as amended. Bay Banks Common Stock means the common stock, par value $5.00 per share, of Bay Banks. Bay Banks Directors has the meaning set forth in Section 2.01(d). Bay Banks Disclosure Schedule has the meaning set forth in Section 6.01. Bay Banks Financial Statements has the meaning set forth in Section 6.03(i). Bay Banks Meeting has the meaning set forth in Section 7.02(a). Bay Banks Stock Options has the meaning set forth in Section 5.01(b). BHC Act has the meaning set forth in Section 6.03(b). Book-Entry Shares has the meaning set forth in Section 4.04(a). Code has the meaning set forth in the recitals. Compensation and Benefit Plans means all existing bonus, incentive, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock, stock option, severance, welfare and fringe benefit plans, employment or severance agreements and all similar practices, policies and arrangements in which any current or former employee, current or former consultant or current or former director participates or to which any such employees, consultants or directors are a party. Confidentiality Agreement means that certain confidentiality agreement between Bay Banks and Virginia BanCorp dated July 11, 2016. Disclosure Schedules has the meaning set forth in Section 6.01. Dissenting Shares has the meaning set forth in Section 2.04. DOL has the meaning set forth in Section (i)(iii) of Exhibit C to this Agreement. Effective Date has the meaning set forth in Section 2.02. Effective Time means the effective time of the Merger, as provided for in Section 2.02. Environmental Laws means all applicable local, state and federal environmental, health and safety laws and regulations, including, without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation, and Liability Act, the Clean Water Act, the Federal Clean Air Act, and the Occupational Safety and Health Act, each as amended, regulations promulgated thereunder, and state counterparts. ERISA means the Employee Retirement Income Security Act of 1974, as amended. ERISA Affiliate has the meaning set forth in Section (i)(iv) of Exhibit C to this Agreement. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. Exchange Agent means Continental Stock Transfer and Trust. Exchange Fund has the meaning set forth in Section 4.04(a). Exchange Ratio has the meaning set forth in Section 4.01. FDIC has the meaning set forth in Section 6.03(d). Fee has the meaning set forth in Section 9.03(a). GAAP means United States generally accepted accounting principles as in effect from time to time, consistently applied. Governmental Authority means any court, administrative agency or commission or other federal, state or local governmental authority or instrumentality. Indemnified Party has the meaning set forth in Section 7.09(a). Insurance Amount has the meaning set forth in Section 7.09(a). Intellectual Property has the meaning set forth in Section (v) of Exhibit C to the Agreement. IRS has the meaning set forth in Section (g)(ii) of Exhibit C to this Agreement. Lien means any charge, mortgage, pledge, security interest, restriction, claim, lien, or encumbrance. Loans has the meaning set forth in Section (u) of Exhibit C to this Agreement. Material Adverse Effect means, with respect to Virginia BanCorp or Bay Banks, any event, change, effect, development, state of facts, condition, circumstances or occurrence that, individually or in the a