Securities Exchange Uses in DEFINITIONS Clause

DEFINITIONS from Second Amended and Restated Credit Agreement

This Second Amended and Restated Credit Agreement (this Agreement), dated as of July 7, 2017, is among ArcBest Corporation (formerly known as Arkansas Best Corporation) and each of its direct or indirect Subsidiaries that joins this Agreement from time to time as a Borrowing Subsidiary, the Lenders and U.S. Bank National Association, a national banking association, as a LC Issuer, Swing Line Lender and as Administrative Agent. The parties hereto agree as follows:

DEFINITIONS. As used in this Agreement: Acquisition means any transaction, or any series of related transactions, consummated after the date of this Agreement, by which any Borrower or any Subsidiary (i) acquires any going business or all or substantially all of the assets of any firm, corporation or limited liability company, or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership interests of a partnership or limited liability company. Active Subsidiary means each Subsidiary which, as of the most recent fiscal quarter of the Parent, for the period of four (4) consecutive fiscal quarters then ended for which financial statements have been delivered pursuant to Section 6.1, contributed greater than 2% of the Parents Consolidated EBITDA for such period or greater than 2% of the Parents total assets as of the end of such period. Additional Commitment is defined in Section 2.24. Adjusted Leverage Ratio is defined in Section 6.23(b). Administrative Agent means U.S. Bank in its capacity as contractual representative of the Lenders pursuant to Article X, and not in its individual capacity as a Lender, and any successor Administrative Agent appointed pursuant to Article X. Administrative Questionnaire means an Administrative Questionnaire in a form supplied by the Administrative Agent. Advance means a borrowing hereunder of Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect. The term Advance shall include Swing Line Loans unless otherwise expressly provided. Affected Lender is defined in Section 2.20. Affiliate of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person, including, without limitation, such Persons Subsidiaries. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities (or other ownership interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise. Aggregate Commitment means the aggregate of the Commitments of all the Lenders, as reduced from time to time pursuant to the terms hereof, as the same may be increased from time to time pursuant to Section 2.24 or reduced from time to time pursuant to Section 2.7. As of the date of this Agreement, the Aggregate Commitment is $200,000,000. Aggregate Outstanding Credit Exposure means, at any time, the aggregate of the Outstanding Credit Exposure of all the Lenders. Agreement means this Second Amended and Restated Credit Agreement, as it may be amended or modified and in effect from time to time. Alternate Base Rate means, for any day, a rate of interest per annum equal to the highest of (i) 0.0%, (ii) the Prime Rate for such day, (iii) the sum of the Federal Funds Effective Rate for such day plus 0.50% per annum and (iv) the Eurodollar Rate (without giving effect to the Applicable Margin) for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) for Dollars plus 1.00%, provided that, for the avoidance of doubt, the Eurodollar Rate for any day shall be based on the rate reported by the applicable financial information service at approximately 11:00 a.m. London time on such day. Anti-Corruption Laws means all laws, rules, and regulations of any jurisdiction applicable to the Borrowers or their Subsidiaries from time to time concerning or relating to bribery or corruption. Applicable Fee Rate means, at any time, the percentage rate per annum at which commitment fees are accruing on the Available Aggregate Commitment at such time as set forth in the Pricing Schedule. Applicable Margin means, with respect to Advances of any Type at any time, the percentage rate per annum which is applicable at such time with respect to Advances of such Type as set forth in the Pricing Schedule. Applicable Pledge Percentage means, in the case of a pledge of equity interests of a First Tier Foreign Subsidiary, 65%. Approved Fund means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. Arranger means U.S. Bank, and its successors, in its capacity as Sole Lead Arranger and Sole Book Runner. Article means an article of this Agreement unless another document is sp

Definitions from Common Stock Purchase Agreement

This common stock purchase agreement (this Agreement) is made as of June 23, 2017, by and between (Purchaser), and Digimarc Corporation, an Oregon corporation (the Company).

Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1: Base Prospectus means the prospectus, dated June 9, 2017, contained in the Registration Statement. Closing means the closing of the purchase and sale of the Shares pursuant to Section 2.2. Closing Date means the Trading Day on which all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount and (ii) the Companys obligations to deliver the Shares, in each case, have been satisfied or waived, but in no event later than the third Trading Day following the date hereof. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Disclosure Package means, collectively, the Prospectus, together with the documents incorporated by reference therein. Exchange Act means the Securities Exchange Act of 1934. Prospectus means the Prospectus Supplement, together with the Base Prospectus. Prospectus Supplement means the supplement to the Base Prospectus complying with Rule 424(b) of the Securities Act that is filed with the Commission and delivered by the Company to the Purchaser at the Closing. Registration Statement means the effective registration statement with Commission File No. 333-218300 that registers the sale of the Shares to the Purchaser, as such Registration Statement may be amended and supplemented from time to time (including pursuant to Rule 462(b) of the Securities Act). Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Shares means 500,000 shares of Common Stock issued or issuable to the Purchaser pursuant to this Agreement. Short Sales means, all short sales as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and forward sale contracts, options, puts, calls, short sales, put equivalent positions (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements, and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. Subscription Amount means $17,775,000, the aggregate amount to be paid for the Shares purchased hereunder in United States dollars and in immediately available funds. Trading Day means a day on which the Nasdaq Global Market is open for trading. Transfer Agent means Broadridge Financial Solutions, Inc., 2 Journal Square, Jersey City, New Jersey 07306, and any successor transfer agent of the Company.

DEFINITIONS from Equity Incentive Plan

DEFINITIONS. Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this ALPHATEC HOLDINGS, INC. 2016 Equity Incentive Plan, have the following meanings: Administrator means the Board of Directors, unless it has delegated power to act on its behalf to the Committee, in which case the Administrator means the Committee. Affiliate means a corporation which, for purposes of Section 424 of the Code, is a parent or subsidiary of the Company, direct or indirect. Agreement means an agreement between the Company and a Participant pertaining to a Stock Right delivered pursuant to the Plan in such form as the Administrator shall approve. Board of Directors means the Board of Directors of the Company. Cause means, with respect to a Participant (a) dishonesty with respect to the Company or any Affiliate, (b) insubordination, substantial malfeasance or non-feasance of duty, (c) unauthorized disclosure of confidential information, (d) breach by a Participant of any provision of any employment, consulting, advisory, nondisclosure, non-competition or similar agreement between the Participant and the Company or any Affiliate, and (e) conduct substantially prejudicial to the business of the Company or any Affiliate; provided, however, that any provision in an agreement between a Participant and the Company or an Affiliate, which contains a conflicting definition of Cause for termination and which is in effect at the time of such termination, shall supersede this definition with respect to that Participant. The determination of the Administrator as to the existence of Cause will be conclusive on the Participant and the Company. Change of Control means the occurrence of any of the following events: (i) any one person, entity or group acquires ownership of capital stock of the Company that, together with the capital stock of the Company already held by such person, entity or group, constitutes more than 50% of the total fair market value or total voting power of the capital stock of the Company; provided, however, if any one person, entity or group is considered to own more than 50% of the total fair market value or total voting power of the capital stock of the Company, the acquisition of additional capital stock by the same person, entity or group shall not be deemed to be a Change of Control; (ii) a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or (iii) any one person, entity or group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person, entity or group) assets from the Company that have a total gross fair market value at least equal to 80% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, a transfer of assets by the Company shall not deemed to be a Change of Control if the assets are transferred to (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to its capital stock in the Company, (B) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a person, entity or group that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding capital stock of the Company, or (D) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person, entity or group described in subparagraph (C) above. In all respects, the definition of Change of Control shall be interpreted to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the provisions of Treasury Notice 2005-1, and any successor statute, regulation and guidance thereto. Code means the United States Internal Revenue Code of 1986, as amended including any successor statute, regulation and guidance thereto. Committee means the committee of the Board of Directors to which the Board of Directors has delegated power to act under or pursuant to the provisions of the Plan. Common Stock means shares of the Companys common stock, $0.001 par value per share. Company means Alphatec Holdings, Inc., a Delaware corporation. Consultant means any natural person who is an advisor or consultant that provides bona fide services to the Company or its Affiliates, provided that such services are not in connection with the offer or sale of securities in a capital raising transaction, and do not directly or indirectly promote or maintain a market for the Companys or its Affiliates securities. Disability or Disabled means permanent and total disability as defined in Section 22(e)(3) of the Code. Employee means any employee of the Company or of an Affiliate (including, without limitation, an employee who is also s

Definitions from Incentive Compensation Plan

Definitions. For purposes of the Plan, the following capitalized words shall have the meanings set forth below: Affiliate means any subsidiary and any person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the Company. Award means an award granted pursuant to the Plan, the payment of which shall be contingent on the attainment of Performance Targets with respect to a Performance Period, as determined by the Committee pursuant to Section 6(a). Base Salary means the Participants annualized rate of base salary on the last day of the Performance Period before (i) deductions for taxes or benefits and (ii) deferrals of compensation pursuant to any Company or Affiliate-sponsored plans. Board means the Board of Directors of the Company, as constituted from time to time. Change in Control has the meaning set forth in the Altice USA 2017 Long Term Incentive Plan. Code means the U.S. Internal Revenue Code of 1986, as amended from time to time, including any regulations or authoritative guidance promulgated thereunder and successor provisions thereto. Committee means the Board or, if delegated by the Board, the Compensation Committee of the Board, any successor committee thereto, or any other committee appointed from time to time by the Board to administer the Plan. For purposes of the Plan, reference to the Committee shall be deemed to refer to any subcommittee, subcommittees, or other persons or groups of persons to whom the Committee delegates authority pursuant to Section 3(d). Company means Altice USA, Inc., a Delaware corporation, and any successor thereto. Effective Date means the business day immediately prior to the effective date of the first registration statement that is filed by the Company and declared effective pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, with respect to any class of the Companys equity securities. Maximum Award means as to any Participant for any Plan Year, $3,000,000. Participant means those officers of the Company who are selected by the Committee to receive an Award for the Plan Year. Performance Criteria means a goal or goals established by the Committee and measured over a Performance Period. To the extent that an Award is intended to constitute qualified performance-based compensation under Section 162(m), the Performance Criteria with respect to such Award shall be related to measures of one or more of the criteria listed below. Such criteria may be determined by reference to the performance of the Company, Altice N.V., an Affiliate or a business unit, product or service thereof or any combination of the foregoing. Such criteria may also be measured on a per customer, subscriber, homes passed, basic or diluted share basis or any combination of the foregoing and may reflect absolute performance, incremental performance or comparative performance to other companies (or their products or services) determined on a gross, net, GAAP or non-GAAP basis, with respect to one or more of the following: net or operating income or other measures of profit; measures of revenue; earnings before interest, taxes, depreciation and amortization (EBITDA); cash flow, free cash flow, adjusted operating cash flow and similar measures; return on equity, investment, assets or capital; gross or operating margins or savings; performance relative to budget, forecast or market expectations; market share or penetration, subscriber or customer acquisition or retention, ratings or viewership; operating metrics relating to sales, installations or customer service or satisfaction; capital spending management, network upgrades or product or service deployments; a specified increase in the fair market value of the Companys common stock or that of Altice N.V.; a specified increase in the private market value of the Company; the price of the Companys common stock or that of Altice N.V.; earnings per share; and/or total shareholder return. The Performance Criteria shall be subject to adjustment by the Committee to remove the effect of charges for restructurings, discontinued operations and all items of gain, loss or expense determined to be unusual in nature or infrequent in occurrence, related to the disposal of a segment or a business, or related to a change in accounting principle or otherwise. With respect to Awards that are not intended to constitute qualified performance-based compensation under Section 162(m), the Committee may establish Performance Targets based on any Performance Criteria or no Performance Criteria as it deems appropriate. Performance Targets means the goals selected by the Committee, in its discretion, to be applicable to a Participant for any Performance Period. Performance Targets shall be based upon one or more Performance Criteria. Performance Targets may include a threshold level of performance below which no Award will be paid and levels of performance at which specified percentages of the Tar

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into this 2nd day of June, 2017, by and among The Sherwin-Williams Company, an Ohio corporation (the Company), and Citigroup Global Markets Inc. and Wells Fargo Securities, LLC (collectively, the Dealer Managers).

Definitions. As used in this Agreement, the following capitalized defined terms shall have the following meanings: Additional Interest shall have the meaning set forth in Section 2.5. Affiliate shall mean an affiliate as that term is defined in Rule 405 under the Securities Act. Agreement shall have the meaning set forth in the preamble. Automatic Shelf Registration Statement shall mean an automatic shelf registration statement as that term is defined in Rule 405 under the Securities Act. Company shall have the meaning set forth in the preamble and shall also include the Companys successors. Dealer Managers shall have the meaning set forth in the preamble. Dealer Manager Agreement means the Dealer Manager Agreement, dated May 2, 2017, by and among the Company and the Dealer Managers. Depositary shall mean The Depository Trust Company, or any other depositary appointed by the Company; provided, however, that such depositary must have an address in the Borough of Manhattan, in the City of New York. Event Date shall have the meaning set forth in Section 2.5. Exchange Date shall have the meaning set forth in the Dealer Manager Agreement. Exchange Offer means the offer by the Company to exchange each Series of Registrable Securities for the corresponding Series of Exchange Securities pursuant to Section 2.1. Exchange Offer Registration Statement shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form), and all amendments and supplements to such registration statement, including the Prospectus contained therein, all exhibits thereto and all material incorporated or deemed incorporated by reference therein. Exchange Period shall have the meaning set forth in Section 2.1. Exchange Securities shall mean with respect to each series of New SHW Notes, a new series of notes maturing on the same date and bearing interest at the same rate per annum as the corresponding series of New SHW Notes (each such series of Exchange Securities, a Series of Exchange Securities), in each case issued by the Company under the Indenture, containing terms identical to the applicable Series of New SHW Notes in all material respects (except for references to certain additional interest rate provisions, restrictions on transfers and restrictive legends), to be offered to Holders of the applicable Series of New SHW Notes in exchange for the corresponding Series of Registrable Securities pursuant to the Exchange Offer. Holder shall mean each Person who becomes the registered owner of Registrable Securities under the Indenture and each Participating Broker-Dealer that holds Exchange Securities for so long as such Participating Broker-Dealer is required to deliver a Prospectus in connection with any resale of such Exchange Securities. Indenture shall mean the Indenture, dated as of July 31, 2015 between the Company and Wells Fargo Bank, N.A., as the trustee, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof. Majority Holders shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Securities; provided, that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or any Affiliate of the Company shall be disregarded in determining whether such consent or approval was given by the Holders of such required percentage amount. For purposes of this definition, outstanding shall have the meaning prescribed in Section 2.09 of the Indenture. New SHW Notes shall have the meaning set forth in the preamble. Offering Memorandum shall have the meaning set forth in the preamble. Old Valspar Notes shall have the meaning set forth in the preamble. Original Exchange Offer means the offer by the Company to exchange any and all outstanding Old Valspar Notes for New SHW Notes, on the terms and conditions set forth in the Offering Memorandum. Participating Broker-Dealers shall mean the Dealer Managers and any other broker-dealer which makes a market in the New SHW Notes and exchanges Registrable Securities in the Exchange Offer for Exchange Securities. Person shall mean an individual, partnership (general or limited), corporation, limited liability company, trust or unincorporated organization, or a government or agency or political subdivision thereof. Prospectus shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including any such prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to a prospectus, including post-effective amendments, and in each case including all material incorporated or deemed incorporated by reference therein. Reg

DEFINITIONS from Purchase and Sale Agreement

This PURCHASE AND SALE AGREEMENT (this Agreement) is made as of May 23, 2017 (the Execution Date), by and among Linn Energy Holdings, LLC, a Delaware limited liability company (LEH), Linn Operating, LLC, a Delaware limited liability company (LOI), Linn Midstream, LLC, a Delaware limited liability company (LM, and together with LEH and LOI, Sellers and each a Seller), and Berry Petroleum Company, LLC, a Delaware limited liability company (Buyer). Sellers and Buyer are sometimes hereinafter referred to individually as a Party and collectively as the Parties.

DEFINITIONS. For purposes of this Agreement, in addition to other capitalized terms defined in this Agreement, the following terms have the meanings specified or referred to in this Article 1 when capitalized: AAA the American Arbitration Association. Accounting Expert as defined in Section 2.05(d). Affiliate with respect to a Party, any Person directly or indirectly controlled by, controlling, or under common control with, such Party, including any subsidiary of such Party and any affiliate of such Party within the meaning of Reg. SS240.12b-2 of the Securities Exchange Act of 1934, as amended. As used in this definition, control means possession, directly or indirectly, of the power to direct or cause the direction of management, policies, or action through ownership of voting securities, contract, voting trust, or membership in management or in the group appointing or electing management or otherwise through formal or informal arrangements or business relationships. The terms controlled by, controlling, and other derivatives shall be construed accordingly. Aggregate Defect Deductible an amount equal to three percent (3%) of the unadjusted Purchase Price. Aggregate Environmental Defect Value as defined in Section 11.12. Aggregate Title Defect Value as defined in Section 11.07. Allocated Values the values assigned among the Assets as set forth on Schedule 2.07. Applicable Contracts all Contracts to which any Seller is a party or is bound (or by which its interest in any of the Assets is bound) that primarily relate to any of the Assets and (in each case) that will be binding on Buyer (or its interest in any of the Assets) after the Closing, including: communitization agreements; net profits agreements; production payment agreements; area of mutual interest agreements; joint venture agreements; confidentiality agreements; farmin and farmout agreements; bottom hole agreements; crude oil, condensate, and natural gas purchase and sale, gathering, transportation, and marketing agreements; hydrocarbon storage agreements; acreage contribution agreements; operating agreements; balancing agreements; pooling declarations or agreements; unitization agreements; processing agreements; saltwater disposal agreements; facilities or equipment leases; and other similar contracts and agreements, but exclusive of any master service agreements and any other Contracts that constitute Excluded Assets. Asset Taxes ad valorem, property, excise, severance, production, sales, real estate, use, personal property and similar Taxes (including any interest, fine, penalty or additions to Tax imposed by Governmental Bodies in connection with such Taxes) based upon the operation or ownership of the Assets, the production of Hydrocarbons or the receipt of proceeds therefrom, but excluding, for the avoidance of doubt, income, capital gains, franchise Taxes and similar Taxes based upon, measured by, or calculated with respect to net income, profits, capital, or similar measures (or multiple bases, including corporate, franchise, business and occupation, business license, or similar Taxes, if net income, profits, capital, or a similar measure is one of the bases on which such Tax is based, measured, or calculated) and Transfer Taxes. Assets all of Sellers collective right, title, and interest in, to, and under the following, without duplication, except to the extent constituting Excluded Assets:

Definitions from Supplemental Indenture

THIS TWENTIETH SUPPLEMENTAL INDENTURE is entered into as of May 26, 2017, by and between DDR Corp., an Ohio corporation (the Company), and U.S. Bank National Association (the Trustee), a national banking association organized and existing under the laws of the United States, as successor trustee to U.S. Bank Trust National Association, as successor to National City Bank.

Definitions. The definition of Consolidated Income Available for Debt Service is hereby amended in its entirety as follows: Consolidated Income Available for Debt Service for any period means Consolidated Net Income of the Company and its Subsidiaries (a) plus amounts which have been deducted for (i) interest on Debt of the Company and its Subsidiaries, (ii) provision for taxes of the Company and its Subsidiaries based on income, (iii) amortization of debt discount, and (iv) depreciation and amortization, and (b) excluding (i) any extraordinary, non-recurring and other unusual noncash charge, (ii) any gains and losses on sale of real estate, and (iii) the equity in net income or loss of joint ventures in which the Company or its Subsidiaries owns an interest to the extent not providing a source of, or requiring a use of, cash, respectively. The amendment of the definition of Consolidated Income Available for Debt Service relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. The definition of Designated Securities is hereby amended in its entirety as follows: Designated Securities means the Companys $300,000,000 principal amount of 4.625% Notes Due 2010, the Companys $275,000,000 principal amount of 3.875% Notes Due 2009, the Companys $250,000,000 principal amount of 5.25% Notes Due 2011, the Companys $200,000,000 principal amount of 5.0% Notes Due 2010, the Companys $200,000,000 principal amount of 5.5% Notes Due 2015, the Companys $350,000,000 principal amount of 5.375% Notes Due 2012, the Companys $300,000,000 principal amount of 9.625% Notes Due 2016, the Companys $300,000,000 principal amount of 7.50% Notes Due 2017, the Companys $300,000,000 principal amount of 7.875% Notes Due 2020, the Companys $300,000,000 principal amount of 4.75% Notes due 2018, the Companys $450,000,000 principal amount of 4.625% Notes due 2022, the Companys $300,000,000 principal amount of 3.375% Notes due 2023, the Companys $300,000,000 principal amount of 3.500% Notes due 2021, the Companys $500,000,000 principal amount of 3.625% Notes due 2025, the Companys $400,000,000 principal amount of 4.250% Notes due 2026 and the Companys $450,000,000 principal amount of 4.700% Notes due 2027. The definition of Maximum Annual Service Charge is hereby amended in its entirety as follows: Maximum Annual Service Charge as of any date means the maximum amount payable during the Companys four consecutive fiscal quarters most recently ended before such date for interest on, and required amortization of, Debt (including, in the case of the additional Debt being incurred, the pro forma effect of the Debt and intended application of the proceeds thereof as if such Debt had been outstanding for such four-quarter period). The amount payable for amortization shall include the amount of any sinking fund or other analogous fund for the retirement of Debt and the amount payable on account of principal of any such Debt that matures serially other than at the final maturity date of such Debt. The amendment of the definition of Maximum Annual Service Charge relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. The definition of Total Assets is hereby amended in its entirety as follows: Total Assets as of any date means the sum of (i) Undepreciated Real Estate Assets and (ii) all other assets of the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP (but excluding goodwill and unamortized debt costs) after eliminating intercompany accounts and transactions. The amendment of the definition of Total Assets relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. The definition of Unencumbered Real Estate Asset Value is hereby amended in its entirety as follows: Unencumbered Real Estate Asset Value as of any date means the sum of: (a) the Undepreciated Real Estate Assets, which are not encumbered by any mortgage, lien, charge, pledge or security interest, as of the end of the Companys latest fiscal quarter covered in the Companys Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if that filing is not required under the Securities Exchange Act of 1934, as amended, with the Trustee) prior to such date; provided, however, that all investments in unconsolidated limited partnerships, unconsolidated limited liability companies and other unconsolidated entities shall be excluded from Unencumbered Real Estate Asset Value; and (b) the purchase price of any real estate assets that are not encumbered by any mortgage, lien, charge, pledge, or security interest and were acquired by the Company or any Subsidiary after the end of such quarter; provided however, that all

Definitions from Voting Agreement

This VOTING AGREEMENT (this Agreement), dated as of May 22, 2017, is by and between EnteroMedics Inc., a Delaware corporation (Parent), and Dr. Raj Nihalani (Stockholder), will become effective immediately following the completion of the Merger (as defined below).

Definitions. Capitalized terms used but not defined in this Agreement are used in this Agreement with the meanings given to such terms in the Merger Agreement. In addition, for purposes of this Agreement: Affiliate means, with respect to any specified Person, a Person who, at the time of determination, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified Person. For purposes of this Agreement, with respect to Stockholder, Affiliate does not include Parent and the Persons that directly or indirectly through one or more intermediaries are controlled by Parent. Beneficially Owned or Beneficial Ownership with respect to any securities means having beneficial ownership of such securities (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act), disregarding the phrase within 60 days in paragraph (d)(1)(i) thereof), including pursuant to any agreement, arrangement or understanding, whether or not in writing. Without duplicative counting of the same securities, securities Beneficially Owned by a Person include securities Beneficially Owned by (i) all Affiliates of such Person, and (ii) all other Persons with whom such Person would constitute a group within the meaning of Section 13(d) of the Exchange Act and the rules promulgated thereunder. Beneficial Owner with respect to any securities means a Person that has Beneficial Ownership of such securities. Person has the meaning ascribed thereto in the Merger Agreement. Subject Shares means, with respect to Stockholder, without duplication, (i) the Parent Shares acquired by Stockholder in connection with the Merger as described on Schedule A, (ii) the Escrow Shares, until the earlier of (A) Stockholder no longer serving as Stockholder Representative or (B) such shares are distributed by the escrow agent, and (iii) any additional Parent Shares acquired by Stockholder or over which Stockholder acquires Beneficial Ownership from and after the date hereof, including shares of Parent Common Stock acquired upon the conversion of shares of Parent Preferred Stock. Without limiting the other provisions of this Agreement, in the event that Parent changes the number of Parent Shares or Escrow Shares issued and outstanding prior to the Expiration Date as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, combination, recapitalization, subdivision, or other similar transaction, the number of Subject Shares subject to this Agreement will be equitably adjusted to reflect such change. For purposes of clarification, upon the earlier of (A) Stockholder no longer serving as Stockholder Representative or (B) the distribution of the Escrow Shares by the escrow agent, such shares, other than shares distributed to Stockholder as a former stockholder of the Company, shall no longer be considered Subject Shares or subject to any of the terms of this Agreement.

Definitions from Voting Agreement

This VOTING AGREEMENT (this Agreement), dated as of May 22, 2017, is by and between EnteroMedics Inc., a Delaware corporation (Parent), and Dr. Raj Nihalani (Stockholder), will become effective immediately following the completion of the Merger (as defined below).

Definitions. Capitalized terms used but not defined in this Agreement are used in this Agreement with the meanings given to such terms in the Merger Agreement. In addition, for purposes of this Agreement: Affiliate means, with respect to any specified Person, a Person who, at the time of determination, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified Person. For purposes of this Agreement, with respect to Stockholder, Affiliate does not include Parent and the Persons that directly or indirectly through one or more intermediaries are controlled by Parent. Beneficially Owned or Beneficial Ownership with respect to any securities means having beneficial ownership of such securities (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act), disregarding the phrase within 60 days in paragraph (d)(1)(i) thereof), including pursuant to any agreement, arrangement or understanding, whether or not in writing. Without duplicative counting of the same securities, securities Beneficially Owned by a Person include securities Beneficially Owned by (i) all Affiliates of such Person, and (ii) all other Persons with whom such Person would constitute a group within the meaning of Section 13(d) of the Exchange Act and the rules promulgated thereunder. Beneficial Owner with respect to any securities means a Person that has Beneficial Ownership of such securities. Person has the meaning ascribed thereto in the Merger Agreement. Subject Shares means, with respect to Stockholder, without duplication, (i) the Parent Shares acquired by Stockholder in connection with the Merger as described on Schedule A, (ii) the Escrow Shares, until the earlier of (A) Stockholder no longer serving as Stockholder Representative or (B) such shares are distributed by the escrow agent, and (iii) any additional Parent Shares acquired by Stockholder or over which Stockholder acquires Beneficial Ownership from and after the date hereof, including shares of Parent Common Stock acquired upon the conversion of shares of Parent Preferred Stock. Without limiting the other provisions of this Agreement, in the event that Parent changes the number of Parent Shares or Escrow Shares issued and outstanding prior to the Expiration Date as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, combination, recapitalization, subdivision, or other similar transaction, the number of Subject Shares subject to this Agreement will be equitably adjusted to reflect such change. For purposes of clarification, upon the earlier of (A) Stockholder no longer serving as Stockholder Representative or (B) the distribution of the Escrow Shares by the escrow agent, such shares, other than shares distributed to Stockholder as a former stockholder of the Company, shall no longer be considered Subject Shares or subject to any of the terms of this Agreement.

Definitions from Employment Agreement

This Employment Agreement ("Agreement") is made and entered into as of May 11, 2017 (the "Effective Date"), by and between MidWestOne Financial Group, Inc. (the "Company") and Mitch Cook ("Executive," and together with the Company, the "Parties").

Definitions. As used in this Agreement, the terms defined in this Section 19 have the meanings set forth below.