Securities Exchange Uses in Certain Definitions Clause

Certain Definitions from Form of Indemnification Agreement

WHEREAS, it is essential that the Company be able to retain and attract as directors and officers the most capable persons available;

Certain Definitions. In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement:(a)Agreement: means this Indemnification Agreement, as amended from time to time hereafter.(b)Board of Directors: means the Board of Directors of the Company.(c)Change in Control shall be deemed to have occurred upon any of the following events:(i)A merger, recapitalization, consolidation, or other similar transaction to which the Company is a party, unless securities representing at least 50% of the combined voting power of the then-outstanding securities of the surviving entity or a parent thereof are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company's outstanding voting securities immediately before the transaction;(ii)A sale, transfer or disposition of all or substantially all of the Company's assets, unless securities representing at least 50% of the combined voting power of the then-outstanding securities of the entity acquiring the Company's assets or parent thereof are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company's outstanding voting securities immediately before the transaction;(iii)A merger, recapitalization, consolidation or other transaction to which the Company is a party or the sale, transfer or other disposition of all or substantially all of the Company's assets if, in either case, the members of the Company's Board of Directors immediately prior to consummation of the transaction do not, upon consummation of the transaction, constitute at least a majority of the board of directors of the surviving entity or the entity acquiring the Company's assets, as the case may be, or a parent thereof (for this purpose, any change in the composition of the Company's Board of Directors that is anticipated or pursuant to an understanding or agreement in connection with a transaction will be deemed to have occurred at the time of the transaction); or(iv)During any period of twelve (12) consecutive months, a majority of the members of the Board of Directors ceases to be composed of individuals (i) who were members of the Board of Directors on the first day of such period, (ii) whose election or nomination to the Board of Directors was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of the Board of Directors, or (iii) whose election or nomination to the Board of Directors was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of the Board of Directors.(d)Exchange Act: means the Securities Exchange Act of 1934, as amended. (e)Expenses: shall be broadly construed and shall include all direct and indirect losses, liabilities, damages, expenses, including fees and expenses of attorneys, fees and expenses of accountants, court costs, transcript costs, fees and expenses of experts, witness fees and expenses, travel expenses, printing and binding costs, telephone charges, delivery service fees, the premium, security for, and other costs relating to any bond (including cost bonds, appraisal bonds, or their equivalents), judgments, fines, penalties (whether civil, criminal or other), ERISA excise taxes assessed on a person with respect to an employee benefit plan, and amounts paid or payable in connection with any judgment, award or settlement, including any interest, assessments, any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any indemnification or expense advancement payments, and all other disbursements or expenses incurred in connection with (i) the investigation, preparation, prosecution, defense, settlement, mediation, arbitration and appeal of a Proceeding (as defined below), (ii) serving as an actual or prospective witness, or preparing to be a witness in a Proceeding, or other participation in, or other preparation for, any Proceeding, (iii) any compulsory interviews or depositions related to a Proceeding, (iv) any non-compulsory interviews or depositions related to a Proceeding, subject to the person receiving advance written approval by the Company to participate in such interviews or depositions, (v) responding to, or objecting to, a request to provide discovery in any Proceeding, and (vi) establishing or enforcing a right to indemnification under this Agreement, the Bylaws, the Certificate, applicable law or otherwise. Expenses shall also include any federal, state, local and foreign taxes imposed on such person as a result of the actual or deemed receipt of any payments under this Agreement.(f)Indemnifiable Event: means any event or occurrence, whether occurring before, on or after the date of this Agreement, related to or arising out of the fa

Certain Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of September 7, 2016 by and among EnergyTek Corp., a Nevada corporation ("ENTK"), ENTK Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of ENTK ("Merger Sub") and Timefire LLC, an Arizona limited liability company ("Timefire"), and solely with respect to Section 3.1, and the indemnification provisions of Article V, each of Jeffrey Rassas, Victor Sibilla and John Wise, in his capacity as Manager of Timefire, with respect to the following facts:

Certain Definitions. For purposes of this Section 1.1, capitalized words and terms have the following meanings: "Action" means any private or governmental claim, action, suit (whether in law or in equity), or proceeding of any nature pending in any court or arbitration proceeding or pending before any Governmental Authority. "Adverse Consequences" shall mean the actual financial loss suffered by an Indemnified Party (which shall be ENTK in the event of breach by the Timefire Managers and the Timefire Members in the event of a breach by ENTK) (i.e. reduced by any insurance proceeds or other payment or recoupment received, realized or retained by the Indemnified Party as a result of the events giving rise to the Claim net of any expenses related to the receipt of such proceeds, payment or recoupment, including retrospective premium adjustments, if any), but not any reduction in Taxes of the Indemnified Party occasioned by such loss or damage, provided, however, that Adverse Consequences shall not include consequential damages, multiple of earnings, decline in value or any other speculative damages. "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. "Agreement" means this Merger Agreement. "Arizona Act" shall mean the Arizona Limited Liability Company Act. "Balance Sheet" shall have the meaning contained in Section 3.1(s). "Balance Sheet Date" shall have the meaning contained in Section 3.1(s). "Claim" means a claim for indemnification asserted by a Party (which shall be ENTK in the event of breach by the Timefire Managers and the Timefire Managers in the event of a breach by ENTK) against another Party or a third party Claim. "Closing" means the closing of the Merger and the other transactions contemplated hereby. "Closing Date" shall have the meaning contained in Section 2.1. "Code" means the Internal Revenue Code of 1986, as amended. "Contract" means all contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures and all other agreements, commitments and legally binding arrangements, whether written or oral, but in each case solely to the extent legally binding. "Customizations" shall have the meaning contained in Section 3.1(j)(9)(B). "Deferred Compensation Plan" shall have the meaning contained in Section 3.1(n)(6). "Developer" shall have the meaning contained in Section 4.1(l)(6). "Developer Agreements" shall have the meaning contained in Section 4.1(l)(6). "Disclosure Schedules" means the Disclosure Schedules delivered with this Agreement. "Effective Time" shall have the meaning contained in Section 2.1(b). "EHSR" shall have the meaning contained in Section 3.1(n)(1). "Employment Agreements" shall have the meaning contained in Section 5.6. "Encumbrance" means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership. "ENTK" shall mean EnergyTek Corp, a Nevada corporation. "ENTK Common Stock" shall mean shares of ENTK common stock, par value of $0.001 per share. "ENTK Designees" shall have the meaning contained in Section 5.7(b)(2). "ENTK Financial Statements" shall mean the financial statements included in ENTK's SEC Reports. "ENTK Required Approvals" shall have the meaning contained in Section 4.1(c). "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. "Exchange Act" means the Securities Exchange Act of 1934. "Financing Warrants" shall have the meaning contained in Section 2.2(d). "GAAP" means generally accepted accounting principles. "General Expiration Date" shall have the meaning contained in Section 5.1(b)(1). "Governmental Authority" means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction. "Indemnified Party" shall have the meaning contained in Section 5.2. "Indemnifying Party" shall have the meaning contained in Section 5.2. "Interim Balance Sheet" shall have the meaning contained in Section 3.1(s). "Interim Balance Sheet Date" shall have the meaning contained in Section 3.1(s). "Intellectual Property" means all of the following and similar intangible property and related proprietary rights, interests and protections, however arising, pursuant to the Law

Certain Definitions from Stockholder Agreement

This STOCKHOLDER AGREEMENT (this Agreement), dated as of August 29, 2016, is entered into by and between Clayton Williams Energy, Inc., a Delaware corporation (the Company), and Ares Management LLC (Ares) on behalf of the entities listed on Exhibit A hereto (collectively, the Stockholders).

Certain Definitions. As used in this Agreement, the following terms shall have the following meanings: Affiliate of a specified Person is a Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, the Person specified. For the avoidance of doubt, for purposes of this Agreement, the Company shall not be deemed an Affiliate of Ares or the Stockholders, and shall not be deemed a member of the Stockholder Group. Agreement has the meaning set forth in the preamble to this Agreement. Beneficial Owner of a security is a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (i) voting power, which includes the power to vote, or to direct the voting of, such security and/or (ii) investment power, which includes the power to dispose, or to direct the disposition of, such security. The terms Beneficially Own and Beneficial Ownership shall have correlative meanings. Board means the Board of Directors of the Company. Business Days means any day except Saturday, Sunday and any day on which banking institutions in New York, New York generally are closed as a result of federal, state or local holiday. Certificate of Designation has the meaning set forth in Section 2.1(a) of this Agreement. Common Stock means the common stock, par value $0.10 per share, of the Company. Company has the meaning set forth in the preamble to this Agreement. Control (including the terms Controlling, Controlled by and under common Control with) means the possession, direct or indirect, of the power to (a) direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise and (b) vote 10% or more of the securities having ordinary voting power for the election of directors of a Person. Credit Agreement means that certain Credit Agreement dated as of March 8, 2016, among the Company, certain subsidiaries of the Company, as guarantors, certain affiliates of the Stockholders and the other financial institutions party thereto from time to time, as lenders, and Wilmington Trust, National Association, as administrative agent, as amended in connection with the transactions contemplated by the SPA and as it may be amended from time to time thereafter. Equity Offering has the meaning set forth in Section 2.3 of this Agreement. Equity Securities means any equity securities of the Company or any options, warrants or other securities that are directly or indirectly convertible into, or exercisable or exchangeable for, any equity securities of the Company; provided, however, that Equity Securities shall not include the Preferred Stock. Fully Diluted Basis has the meaning set forth in Section 2.2 of this Agreement. Necessary Action shall mean, with respect to a specified result, all actions (to the extent such actions are permitted by applicable law and, in the case of any action by the Company that requires a vote or other action on the part of the Board, to the extent such action is consistent with the fiduciary duties that the Companys directors may have in such capacity) necessary to cause such result, including, to the extent applicable, (i) including each Stockholder Director in the Boards slate of nominees to the stockholders for each election of directors, (ii) including each Stockholder Director in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Board with respect to the election of members of the Board, (iii) not nominating any candidate for the slate of nominees for each election of directors in opposition to the election of a Stockholder Director, (iv) causing the adoption of stockholders resolutions and amendments to the organizational documents of the Company, (v) executing agreements and instruments and (vi) making or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result. Nominating and Governance Committee has the meaning set forth in Section 2.1(a) of this Agreement. NYSE means The New York Stock Exchange, Inc. Person means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, any court, administrative agency, regulatory body, commission or other governmental authority, board, bureau or instrumentality, domestic or foreign and any subdivision thereof or other entity, and also includes any managed investment account. Preferred Stock has the meaning set forth in Section 2.1(a) of this Agreement. Proceeding has the meaning set forth in Section 4.7 of this Agreement. Qualification

Certain Definitions from Warrant

WARRANT AGREEMENT dated as of June 28, 2016 (this Agreement), between CIM Commercial Trust Corporation, a Maryland corporation (the Company), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the Warrant Agent).

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). Applicable NAV means, with respect to a Warrant, the fair market net asset value of the Company per share of Common Stock as most recently published by the Company at the time of the issuance of the applicable Warrant. The Companys determination of the Applicable NAV is final and binding. Board of Directors means the Board of Directors of the Company. 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 registered holder of a Warrant. Initial Exercise Price, for any particular Warrant, means 115% of the Applicable NAV. Minimum Warrant Exercise Number means 50 shares of Common Stock. NASDAQ means the Nasdaq Global Market. 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. Trading Day shall mean, (i) if the Common Stock is listed or admitted to trading on NASDAQ, a day on which NASDAQ is open for the transaction of business, (ii) if the Common Stock is not listed or admitted to trading on NASDAQ but is listed or admitted to trading on another national securities exchange or automated quotation system, a day on which such 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 shall mean, for any Trading Day, the volume-weighted average price, calculated by dividing the aggregate value of Common Stock traded on NASDAQ during regular hours (price per share multiplied by number of shares traded) by the total volume (number of shares) of Common Stock traded on NASDAQ (or such other national securities exchange or automated quotation system on which the Common Stock is listed) 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 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 0.25 of a share, subject to adjustment pursuant to Section 7.

Certain Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of May 15, 2016 (this Agreement), among Range Resources Corporation, a Delaware corporation (Parent), Medina Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub), and Memorial Resource Development Corp., a Delaware corporation (the Company).

Certain Definitions. As used in this Agreement, the following terms have the meanings set forth below: Affiliate means, with respect to any Person, any other Person directly or indirectly, controlling, controlled by, or under common control with, such Person, through one or more intermediaries or otherwise. Aggregated Group means all trades and businesses (regardless of whether incorporated) that together with any Person would be treated as a single employer under Section 414(b), (c), or (m) of the Code or Section 4001 of ERISA. Alternative Proposal means any contract, proposal, offer or indication of interest relating to any transaction or series of related transactions involving: (A) any merger, amalgamation, share exchange, recapitalization, consolidation, liquidation or dissolution of Parent, (B) any direct or indirect acquisition (by asset purchase, stock purchase, merger, or otherwise) by any Person or group of any business or assets of Parent or any of its Subsidiaries (including capital stock of or ownership interest in any Subsidiary) that generated more than 20% of Parents consolidated net revenue or earnings before interest, Taxes, depreciation and amortization for the preceding twelve months, or any license, lease or long-term supply agreement having a similar economic effect, or (C) any direct or indirect acquisition of beneficial ownership by any Person or group of more than 20% of the voting stock of Parent or any tender or exchange offer that if consummated would result in any Person or group beneficially owning more than 20% of the voting stock of Parent. beneficial ownership, including the correlative term beneficially owning, has the meaning ascribed to such term in Section 13(d) of the Exchange Act. CERCLA means Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. SS9601 et seq. Code means the Internal Revenue Code of 1986. Company Expenses means a cash amount equal to $25,000,000 to be paid in respect of the Companys costs and expenses in connection with the negotiation, execution and performance of this Agreement and the Transactions. Company Intervening Event means any material event, fact, circumstance, development or occurrence that is not known by the Company Board as of the date of this Agreement (or if known, the magnitude or material consequences of which were not known by the Company Board as of the date of this Agreement), which event, fact, circumstance, development or occurrence becomes known (or the magnitude or material consequences thereof become known) to or by the Company Board prior to obtaining the Company Stockholder Approval; provided, however, that none of the following shall constitute a Company Intervening Event: any event, fact, circumstance, development or occurrence resulting from any action taken or omitted by the Company or any of its Subsidiaries that is required to be taken or omitted by the Company or any of its Subsidiaries pursuant to this Agreement, including any action taken or omitted by the Company or any of its Subsidiaries pursuant to and in compliance with the covenants set forth in Section 6.1, Section 6.8 or Section 6.15(a). Company Plan means any Employee Benefit Plan sponsored, maintained or contributed to by the Company or any of its Subsidiaries, to which the Company or any Subsidiary is a party, to which the Company or any Subsidiary is obligated to contribute, or with respect to which the Company or any Subsidiary has any liability (including contingent liability). Company Senior Notes means the Companys 5.875% Senior Notes, due 2022, issued pursuant to an indenture (as supplemented) dated as of July 10, 2014, with U.S. Bank National Association, as trustee. Company Stockholder Approval means the adoption of this Agreement by the stockholders of the Company in accordance with the DGCL and the Organizational Documents of the Company. Company Superior Proposal means a bona fide written proposal by any Person or group (other than Parent or any of its Affiliates) to acquire, directly or indirectly, (a) businesses or assets of the Company or any of its Subsidiaries (including capital stock of or ownership interest in any Subsidiary) that generated 50% or more of the Companys and its Subsidiaries net revenue or earnings before interest, Taxes, depreciation and amortization for the preceding twelve months, respectively, or (b) more than 50% of the outstanding shares of Company Common Stock, in each case whether by way of merger, amalgamation, share exchange, tender offer, exchange offer, recapitalization, consolidation, sale of assets or otherwise, that in the good faith determination of the Company Board or any committee thereof, after consultation with its financial advisors and after taking into account relevant legal, financial, regulatory, estimated timing of consummation and other aspects of such proposal and the Person or group making such proposal, would, if consummated in accordance with its terms, result in a transaction more fav

Certain Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of May 15, 2016 (this Agreement), among Range Resources Corporation, a Delaware corporation (Parent), Medina Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub), and Memorial Resource Development Corp., a Delaware corporation (the Company).

Certain Definitions. As used in this Agreement, the following terms have the meanings set forth below: Affiliate means, with respect to any Person, any other Person directly or indirectly, controlling, controlled by, or under common control with, such Person, through one or more intermediaries or otherwise. Aggregated Group means all trades and businesses (regardless of whether incorporated) that together with any Person would be treated as a single employer under Section 414(b), (c), or (m) of the Code or Section 4001 of ERISA. Alternative Proposal means any contract, proposal, offer or indication of interest relating to any transaction or series of related transactions involving: (A) any merger, amalgamation, share exchange, recapitalization, consolidation, liquidation or dissolution of Parent, (B) any direct or indirect acquisition (by asset purchase, stock purchase, merger, or otherwise) by any Person or group of any business or assets of Parent or any of its Subsidiaries (including capital stock of or ownership interest in any Subsidiary) that generated more than 20% of Parents consolidated net revenue or earnings before interest, Taxes, depreciation and amortization for the preceding twelve months, or any license, lease or long-term supply agreement having a similar economic effect, or (C) any direct or indirect acquisition of beneficial ownership by any Person or group of more than 20% of the voting stock of Parent or any tender or exchange offer that if consummated would result in any Person or group beneficially owning more than 20% of the voting stock of Parent. beneficial ownership, including the correlative term beneficially owning, has the meaning ascribed to such term in Section 13(d) of the Exchange Act. CERCLA means Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. SS9601 et seq. Code means the Internal Revenue Code of 1986. Company Expenses means a cash amount equal to $25,000,000 to be paid in respect of the Companys costs and expenses in connection with the negotiation, execution and performance of this Agreement and the Transactions. Company Intervening Event means any material event, fact, circumstance, development or occurrence that is not known by the Company Board as of the date of this Agreement (or if known, the magnitude or material consequences of which were not known by the Company Board as of the date of this Agreement), which event, fact, circumstance, development or occurrence becomes known (or the magnitude or material consequences thereof become known) to or by the Company Board prior to obtaining the Company Stockholder Approval; provided, however, that none of the following shall constitute a Company Intervening Event: any event, fact, circumstance, development or occurrence resulting from any action taken or omitted by the Company or any of its Subsidiaries that is required to be taken or omitted by the Company or any of its Subsidiaries pursuant to this Agreement, including any action taken or omitted by the Company or any of its Subsidiaries pursuant to and in compliance with the covenants set forth in Section 6.1, Section 6.8 or Section 6.15(a). Company Plan means any Employee Benefit Plan sponsored, maintained or contributed to by the Company or any of its Subsidiaries, to which the Company or any Subsidiary is a party, to which the Company or any Subsidiary is obligated to contribute, or with respect to which the Company or any Subsidiary has any liability (including contingent liability). Company Senior Notes means the Companys 5.875% Senior Notes, due 2022, issued pursuant to an indenture (as supplemented) dated as of July 10, 2014, with U.S. Bank National Association, as trustee. Company Stockholder Approval means the adoption of this Agreement by the stockholders of the Company in accordance with the DGCL and the Organizational Documents of the Company. Company Superior Proposal means a bona fide written proposal by any Person or group (other than Parent or any of its Affiliates) to acquire, directly or indirectly, (a) businesses or assets of the Company or any of its Subsidiaries (including capital stock of or ownership interest in any Subsidiary) that generated 50% or more of the Companys and its Subsidiaries net revenue or earnings before interest, Taxes, depreciation and amortization for the preceding twelve months, respectively, or (b) more than 50% of the outstanding shares of Company Common Stock, in each case whether by way of merger, amalgamation, share exchange, tender offer, exchange offer, recapitalization, consolidation, sale of assets or otherwise, that in the good faith determination of the Company Board or any committee thereof, after consultation with its financial advisors and after taking into account relevant legal, financial, regulatory, estimated timing of consummation and other aspects of such proposal and the Person or group making such proposal, would, if consummated in accordance with its terms, result in a transaction more fav

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 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 of Warrant

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) $11.00 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 Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER, dated as of May 3, 2015 (this Agreement), is entered into by and among PMFG, INC., a Delaware corporation (the Company), CECO ENVIRONMENTAL CORP., a Delaware corporation (Parent), TOP GEAR ACQUISITION INC., a Delaware corporation and a direct wholly owned subsidiary of Parent (Merger Sub), and TOP GEAR ACQUISITION II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (Successor Sub). The Company, Parent, Merger Sub and Successor Sub are herein referred to collectively as the Parties and each individually as a Party. Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined shall have the meanings set forth in Section 10.4 hereof.

Certain Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

Certain Definitions from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER, dated as of May 3, 2015 (this Agreement), is entered into by and among PMFG, INC., a Delaware corporation (the Company), CECO ENVIRONMENTAL CORP., a Delaware corporation (Parent), TOP GEAR ACQUISITION INC., a Delaware corporation and a direct wholly owned subsidiary of Parent (Merger Sub), and TOP GEAR ACQUISITION II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (Successor Sub). The Company, Parent, Merger Sub and Successor Sub are herein referred to collectively as the Parties and each individually as a Party. Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined shall have the meanings set forth in Section 10.4 hereof.

Certain Definitions. For purposes of this Agreement, the following terms shall have the following meanings: