Three Million Dollars Uses in Definitions Clause

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated July 7, 2017, by and between Mastech Digital, Inc., a Pennsylvania corporation (the Company) and Ashok K. Trivedi, an individual and resident of Pennsylvania, as trustee of the Ashok K. Trivedi Revocable Trust, (Purchaser).

Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1: Acquisition shall have the meaning set forth in Section 4.4 of this Agreement. 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 of the Securities Act). Articles of Incorporation means the Companys Amended and Restated Articles of Incorporation, as amended from time to time. Closing means the closing of the purchase and sale of the Shares on the Closing Date pursuant to Section 2 of this Agreement. Closing Date means the date the Acquisition closes. Common Stock means the common stock of the Company, par value $0.01 per share. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. GAAP shall have the meaning set forth in Section 5.6 of this Agreement. Independent Committee shall have the meaning set forth in Section 4.6 of this Agreement. Investment Company Act means the Investment Company Act of 1940, as amended. Material Adverse Effect means any event, occurrence, fact, condition or change that is, or could reasonably be expected to, individually or in the aggregate, have a material adverse effect on (a) the enforceability of any Transaction Document, (b) the results of operations, assets, business or financial condition of the Company and its Subsidiaries, taken as a whole, or (c) the Companys ability to perform in any material respect on a timely basis its obligations under any Transaction Document to be performed as of the date of determination, other than any such change, effect, event or circumstance, including, without limitation, any change in the stock price or trading volume of the Common Stock, that resulted exclusively from (i) any change in the United States or foreign economies or securities, banking or financial markets in general that does not have a disproportionate effect on the Company and its Subsidiaries, including, without limitation, any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates, (ii) any change that generally affects the industry in which the Company and its Subsidiaries operate that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, (iii) any change arising in connection with natural disasters, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such natural disasters, hostilities, acts of war, sabotage or terrorism or military actions existing as of the date hereof, (iv) general political conditions, (v) any action taken by Purchaser, its Affiliates or its or their permitted successors and assigns with respect to the transactions contemplated by this Agreement, (vi) the effect of any changes in applicable laws or accounting rules that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, and (vii) any change resulting from compliance with the terms of this Agreement or the consummation of the transactions contemplated by this Agreement, including, without limitation, the public announcement of the Acquisition and the transactions contemplated by this Agreement. Per Share Purchase Price means the greater of (i) $7.00 per share of Common Stock or (ii) the closing price of the Common Stock on the NYSE MKT on the second Trading Day from and including the date of filing with the SEC a Current Report on Form 8-K announcing the execution of this Agreement and the Acquisition. Person means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. Press Release shall have the meaning set forth in Section 7.1 of this Agreement. Purchaser Indemnitee shall have the meaning set forth in Section 7.5 of this Agreement. Registration Rights Agreement means that certain registration rights agreement by and among the Company, Purchaser, and The Revocable Declaration of Trust of Sunil Wadhwani, in substantially the form attached hereto as Exhibit A. SEC means the U.S. Securities and Exchange Commission. SEC Reports shall have the meaning set forth in Section 5.6 of this Agreement. Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Shares shall have the meaning ascribed to such term in Section 2.1 of this Agreement. Subscription Amount means Three Million Dollars ($3,000,000) in United States dollars and in immediately available funds. Subsidiary means any corporation, partnership or other entity of which the Company directly or indirectly owns more than fifty percent (50%) of

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated July 7, 2017, by and between Mastech Digital, Inc., a Pennsylvania corporation (the Company) and Sunil Wadhwani, an individual and resident of Pennsylvania, as trustee of The Revocable Declaration of Trust of Sunil Wadhwani, (Purchaser).

Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1: Acquisition shall have the meaning set forth in Section 4.4 of this Agreement. 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 of the Securities Act). Articles of Incorporation means the Companys Amended and Restated Articles of Incorporation, as amended from time to time. Closing means the closing of the purchase and sale of the Shares on the Closing Date pursuant to Section 2 of this Agreement. Closing Date means the date the Acquisition closes. Common Stock means the common stock of the Company, par value $0.01 per share. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. GAAP shall have the meaning set forth in Section 5.6 of this Agreement. Independent Committee shall have the meaning set forth in Section 4.6 of this Agreement. Investment Company Act means the Investment Company Act of 1940, as amended. Material Adverse Effect means any event, occurrence, fact, condition or change that is, or could reasonably be expected to, individually or in the aggregate, have a material adverse effect on (a) the enforceability of any Transaction Document, (b) the results of operations, assets, business or financial condition of the Company and its Subsidiaries, taken as a whole, or (c) the Companys ability to perform in any material respect on a timely basis its obligations under any Transaction Document to be performed as of the date of determination, other than any such change, effect, event or circumstance, including, without limitation, any change in the stock price or trading volume of the Common Stock, that resulted exclusively from (i) any change in the United States or foreign economies or securities, banking or financial markets in general that does not have a disproportionate effect on the Company and its Subsidiaries, including, without limitation, any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates, (ii) any change that generally affects the industry in which the Company and its Subsidiaries operate that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, (iii) any change arising in connection with natural disasters, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such natural disasters, hostilities, acts of war, sabotage or terrorism or military actions existing as of the date hereof, (iv) general political conditions, (v) any action taken by Purchaser, its Affiliates or its or their permitted successors and assigns with respect to the transactions contemplated by this Agreement, (vi) the effect of any changes in applicable laws or accounting rules that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, and (vii) any change resulting from compliance with the terms of this Agreement or the consummation of the transactions contemplated by this Agreement, including, without limitation, the public announcement of the Acquisition and the transactions contemplated by this Agreement. Per Share Purchase Price means the greater of (i) $7.00 per share of Common Stock or (ii) the closing price of the Common Stock on the NYSE MKT on the second Trading Day from and including the date of filing with the SEC a Current Report on Form 8-K announcing the execution of this Agreement and the Acquisition. Person means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. Press Release shall have the meaning set forth in Section 7.1 of this Agreement. Purchaser Indemnitee shall have the meaning set forth in Section 7.5 of this Agreement. Registration Rights Agreement means that certain registration rights agreement by and among the Company, Purchaser, and the Ashok K. Trivedi Revocable Trust, in substantially the form attached hereto as Exhibit A. SEC means the U.S. Securities and Exchange Commission. SEC Reports shall have the meaning set forth in Section 5.6 of this Agreement. Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Shares shall have the meaning ascribed to such term in Section 2.1 of this Agreement. Subscription Amount means Three Million Dollars ($3,000,000) in United States dollars and in immediately available funds. Subsidiary means any corporation, partnership or other entity of which the Company directly or indirectly owns more than fifty percent (50%) of its outstanding

Definitions from Amended and Restated Loan and Security Agreement

This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this Agreement) dated as of May 21, 2012 (the Effective Date) is between SILICON VALLEY BANK, a California corporation (Bank), and AIRGAIN, INC., a California corporation (Borrower), amends and restates the terms of that certain Loan and Security Agreement, dated as of December 8, 2008, by and between Bank and Borrower (as amended from time to time, the Original Agreement) and provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

Definitions. As used in the Loan Documents, the word shall is mandatory, the word may is permissive, the word or is not exclusive, the words includes and including are not limiting, the singular includes the plural, and numbers denoting amounts that are set off in brackets are negative. As used in this Agreement, the following capitalized terms have the following meanings: Account is any account as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower. Account Advance Maturity Date is April 3, 2014. Account Debtor is as defined in the Code and shall include, without limitation, any person liable on any Financed Receivable, such as, a guarantor of the Financed Receivable and any issuer of a letter of credit or bankers acceptance. Adjustments are all discounts, allowances, returns, recoveries, disputes, claims of any kind (including, without limitation, counterclaims or warranty claims), offsets, defenses, rights of recoupment, rights of return, or short payments, asserted by or on behalf of any Account Debtor for any Financed Receivable. Advance is defined in Section 2.1.1 of this Agreement. Advance Rate is eighty percent (80.0%), net of any offsets related to each specific Account Debtor, or such other percentage as Bank establishes under Section 2.1.1 of this Agreement. Advance Request and Invoice Transmittal shows Eligible Accounts and/or Aggregate Eligible Accounts which Bank may finance and, for each such Account, includes the Account Debtors, name, address, invoice amount, invoice date and invoice number. Affiliate of any Person is a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Persons senior executive officers, directors, partners, and, for any Person that is a limited liability company, that Persons managers and members. Aggregate Eligible Accounts is defined in Section 2.1.1. Aggregate Eligible Accounts Availability Amount is the lesser of (a) Three Million Dollars ($3,000,000) or (b) the Borrowing Base. Agreement is defined in the preamble of this Agreement. Applicable Rate is a per annum rate equal to the Prime Rate plus one and one quarter percent (1.25%). Bank is defined in the preamble of this Agreement. Bank Entities is defined in Section 12.10 of this Agreement. Bank Expenses are all audit fees and expenses, costs, and expenses (including reasonable attorneys fees and expenses) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower. Bank Services are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to Borrower or any of its Subsidiaries by Bank or any Bank Affiliate, including, without limitation, any letters of credit, cash management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Banks various agreements related thereto (each, a Bank Services Agreement). Borrower is defined in the preamble of this Agreement. Borrowing Base is the result of the Advance Rate multiplied by the face amount of the Eligible Accounts. Borrowing Base Certificate is that certain certificate in the form attached hereto as Exhibit D. Borrowers Books are all Borrowers books and records including ledgers, federal and state tax returns, records regarding Borrowers assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. Borrowing Resolutions are, with respect to any Person, those resolutions substantially in the form attached hereto as Exhibit E. Business Day is any day that is not a Saturday, Sunday or a day on which Bank is closed. Cash Equivalents means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having a rating of at least A-1 or the equivalent thereof by Standard & Poors Ratings Group or a rating of P-1 or the equivalent thereof by Moodys Investors Service, Inc.; (c) Banks certificates of deposit issued maturing no more than one (1) year after issue; and (d) money market funds at least ninety-five percent (95%) of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (c) of this definition. Change in Control means any event, transaction, or occurrence as a result of wh

Definitions from Amended and Restated Loan and Security Agreement

THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this Agreement) dated as of March 26, 2014 (the Effective Date) between SILICON VALLEY BANK, a California corporation (Bank), and IMPINJ, INC., a Delaware corporation (Borrower), amends and restates in its entirety that certain Amended and Restated Loan and Security Agreement between Borrower and Bank dated as of December 5, 2011 (as subsequently amended prior to the date hereof, the Original Agreement) and provides the terms on which Bank shall lend to Borrower, and Borrower shall repay Bank. The parties agree as follows:

Definitions. As used in the Loan Documents, the word shall is mandatory, the word may is permissive, the word or is not exclusive, the words includes and including are not limiting, the singular includes the plural, and numbers denoting amounts that are set off in brackets are negative. As used in this Agreement, the following capitalized terms have the following meanings; Account is any account as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower. Account Debtor is any account debtor as defined in the Code with such additions to such term as may hereafter be made. Advance or Advances means an advance (or advances) under the Revolving Line. Affiliate is, with respect to any Person, each other Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Persons senior executive officers, directors, partners and, for any Person that is a limited liability company, that Persons managers and members. Agreement is defined in the preamble hereof. Applicable Margin is (i) two percent (2.00%) at all times when a Streamline Period is in effect and (ii) two and one half percent (2.50%) at all times when a Streamline Period is not in effect. Availability Amount is (a) the lesser of (i) the Revolving Line or (ii) the amount available under the Borrowing Base (subject to any caps contained in the definition of the Eligible Accounts) minus (b) the outstanding principal balance of any Advances. Bank is defined in the preamble hereof. Bank Expenses are all audit fees and expenses, costs, and expenses (including reasonable attorneys fees and expenses) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower. Bank Services are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to Borrower or any of its Subsidiaries by Bank or any Bank Affiliate, including, without limitation, any letters of credit, cash management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Banks various agreements related thereto (each, a Bank Services Agreement). Borrower is defined in the preamble hereof. Borrowers Books are all Borrowers books and records including ledgers, federal and state tax returns, records regarding Borrowers assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. Borrowing Base is (i) eighty five percent (85%) of Eligible Accounts plus (ii) the lesser of (a) forty percent (40%) of Eligible Inventory or (b) Three Million Dollars ($3,000,000), all as determined by Bank from Borrowers most recent Transaction Report; provided, however, that Bank may, upon fifteen (15) days prior written notice, decrease the foregoing percentage in its good faith business judgment based on events, conditions, contingencies, or risks which, as determined by Bank, may adversely affect such Eligible Accounts or Eligible Inventory. Borrowing Base Report is defined in Section 6.2(a). Borrowing Resolutions are, with respect to any Person, those resolutions substantially in the form attached hereto as Exhibit E. Business Day is any day that is not a Saturday, Sunday or a day on which Bank is closed. Cash Equivalents means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poors Ratings Group or Moodys Investors Service, Inc.; (c) Banks certificates of deposit issued maturing no more than one (1) year after issue; and (d) money market funds at least ninety-five percent (95%) of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (c) of this definition. Charter is defined in Section 2.6. Code is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of California; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment,

Definitions from Securities Purchase Agreement

THIS SECURITIES PURCHASE AGREEMENT (this Agreement) is made and entered into as of December 18, 2015 (the Agreement Date), by and among US Lithotripsy Holdings, LLC, a Delaware limited liability company (Purchaser), USMD Inc., a Texas corporation (Seller), USGP, LLC, a Texas limited liability company (USGP), and U.S. Lithotripsy, L.P., a Texas limited partnership (Company).

Definitions. As used in this Agreement, the following terms will have the respective meanings set forth below: Actual Working Capital has the meaning set forth in Section 2.4(d). Affiliate means, with respect to any specified Person, any other Person that, directly or indirectly, Controls, is Controlled by, or is under common Control with or of, such Person. The term Control (including, with correlative meaning, the terms Controlled by and under common Control with), as used with respect to any Person, means the possession or ownership, directly or indirectly, of ten percent (10%) or more of the shares of stock, membership interests, partnership interests, or other equity interests, voting rights or board designation of another Person. Affiliated Group means a group of Persons that elects, is required to, or otherwise files a Tax Return or pays a Tax as an affiliated group, consolidated group, combined group, unitary group, or other group recognized by applicable Tax Laws. Agreed Purchase Price Allocation Schedule has the meaning set forth in Section 8.2(k). Agreement has the meaning set forth in the Preamble to this Agreement. Agreement Date has the meaning set forth in the Preamble to this Agreement. Ancillary Escrow Account has the meaning set forth in Section 2.3(a)(i). Ancillary Escrow Agent means Mirick, OConnell, DeMallie & Lougee, LLP, counsel to Purchaser, (or any other financial institution mutually acceptable to Purchaser and Seller), or, after the Closing Date, any successor thereto under the Ancillary Escrow Agreement. Ancillary Escrow Amount means Three Million Dollars ($3,000,000.00), which amount shall be deposited in the Ancillary Escrow Account by Purchaser on the Closing Date. Base Purchase Price means Nineteen Million Seven Hundred Sixty-Six Thousand One Hundred Sixty-Eight Dollars ($19,766,168.00). Business has the meaning set forth in the Recitals to this Agreement. Business Day means any day, excluding Saturday, Sunday and any day on which banking institutions in Chicago, Illinois are authorized by Law to be closed. Business Entity means any Person other than an individual or a Governmental Authority. Claim Notice has the meaning set forth in Section 7.5(a). Closing has the meaning set forth in Section 3.1(a). Closing Date has the meaning set forth in Section 3.1(a). Closing Statement has the meaning set forth in Section 2.4(a). COBRA means the provisions for the continuation of health care enacted by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Section 4980B of the Code and Section 601 et. Seq. of ERISA, and the rules and regulations promulgated under the applicable provisions of the Code and ERISA. Code means the Internal Revenue Code of 1986. Company has the meaning set forth in the Preamble to this Agreement. Company Financial Statements has the meaning set forth in Section 4.5(a). Company Interim Financial Statements has the meaning set forth in Section 4.5(a). Company IP has the meaning set forth in Section 4.14(a). Company IT Systems means all computer hardware, computer software, computer systems, telecommunications equipment, systems and services and Internet and intranet sites used in the Business. Company Material Adverse Effect means any change, circumstance, event, development, condition, effect, or occurrence that, individually or in the aggregate, or together with any other change, circumstance, event, development, condition, effect, or occurrence, has or would reasonably be expected to have a materially adverse effect upon (A) the ability of Seller, USGP or Company to perform its obligations under this Agreement, or (B) the business, financial condition, assets, liabilities, or results of operations of USGP, Company and the Service Entities; provided, however, that a Company Material Adverse Effect shall not include changes, events, effects, or occurrences (individually or taken together) resulting from or arising out of (i) actions or inactions taken by USGP, Company or any of the Service Entities in accordance with the express provisions of this Agreement or any other Transaction Document or with the express written consent or direction of Purchaser; (ii) changes in conditions generally affecting the industries in which USGP, Company, Litho GP or any of the Service Entities conduct the Business; (iii) general economic, political, or financial market conditions in the United States or in the global economy as a whole, including changes in interest or exchange rates or the availability of credit financing; (iv) any outbreak or escalation of hostilities (including any declaration of war by the United States Congress) or acts of terrorism; or (v) any failure by USGP, Company, Litho GP or any of the Service Entities to meet internal or analysts estimates, projections, or forecasts (it being understood that the underlying cause of any such failure, not otherwise excluded by the exceptions set forth in this definition, may be taken into cons

Definitions from Amended and Restated Loan and Security Agreement

THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this Agreement) dated as of March 26, 2014 (the Effective Date) between SILICON VALLEY BANK, a California corporation (Bank), and IMPINJ, INC., a Delaware corporation (Borrower), amends and restates in its entirety that certain Amended and Restated Loan and Security Agreement between Borrower and Bank dated as of December 5, 2011 (as subsequently amended prior to the date hereof, the Original Agreement) and provides the terms on which Bank shall lend to Borrower, and Borrower shall repay Bank. The parties agree as follows:

Definitions. As used in the Loan Documents, the word shall is mandatory, the word may is permissive, the word or is not exclusive, the words includes and including are not limiting, the singular includes the plural, and numbers denoting amounts that are set off in brackets are negative. As used in this Agreement, the following capitalized terms have the following meanings; Account is any account as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower. Account Debtor is any account debtor as defined in the Code with such additions to such term as may hereafter be made. Advance or Advances means an advance (or advances) under the Revolving Line. Affiliate is, with respect to any Person, each other Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Persons senior executive officers, directors, partners and, for any Person that is a limited liability company, that Persons managers and members. Agreement is defined in the preamble hereof. Applicable Margin is (i) two percent (2.00%) at all times when a Streamline Period is in effect and (ii) two and one half percent (2.50%) at all times when a Streamline Period is not in effect. Availability Amount is (a) the lesser of (i) the Revolving Line or (ii) the amount available under the Borrowing Base (subject to any caps contained in the definition of the Eligible Accounts) minus (b) the outstanding principal balance of any Advances. Bank is defined in the preamble hereof. Bank Expenses are all audit fees and expenses, costs, and expenses (including reasonable attorneys fees and expenses) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower. Bank Services are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to Borrower or any of its Subsidiaries by Bank or any Bank Affiliate, including, without limitation, any letters of credit, cash management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Banks various agreements related thereto (each, a Bank Services Agreement). Borrower is defined in the preamble hereof. Borrowers Books are all Borrowers books and records including ledgers, federal and state tax returns, records regarding Borrowers assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. Borrowing Base is (i) eighty five percent (85%) of Eligible Accounts plus (ii) the lesser of (a) forty percent (40%) of Eligible Inventory or (b) Three Million Dollars ($3,000,000), all as determined by Bank from Borrowers most recent Transaction Report; provided, however, that Bank may, upon fifteen (15) days prior written notice, decrease the foregoing percentage in its good faith business judgment based on events, conditions, contingencies, or risks which, as determined by Bank, may adversely affect such Eligible Accounts or Eligible Inventory. Borrowing Base Report is defined in Section 6.2(a). Borrowing Resolutions are, with respect to any Person, those resolutions substantially in the form attached hereto as Exhibit E. Business Day is any day that is not a Saturday, Sunday or a day on which Bank is closed. Cash Equivalents means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poors Ratings Group or Moodys Investors Service, Inc.; (c) Banks certificates of deposit issued maturing no more than one (1) year after issue; and (d) money market funds at least ninety-five percent (95%) of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (c) of this definition. Charter is defined in Section 2.6. Code is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of California; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment,

DEFINITIONS from Membership Interest Purchase Agreement

This MEMBERSHIP INTEREST PURCHASE AGREEMENT is entered into on May 6, 2015 (the Agreement Date), by and between Oleg Tishkevich, an individual (Seller), and Envestnet, Inc., a Delaware corporation (Buyer). Seller and Buyer are referred to collectively herein as the Parties.

DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings: Adverse Consequences means all Proceedings, liabilities, injunctions, judgments, orders, decrees, rulings, awards, damages, natural resource damages, dues, penalties, fines, costs, remedial or response action costs, Taxes, Liens, losses, expenses and fees, including court costs, reasonable out-of-pocket attorneys and consultants fees and expenses of investigation and litigation related thereto that, in each case, are actually imposed on or otherwise actually suffered by the specified Person. Affiliate means any Person that, directly or indirectly, through one or more Persons, controls, is controlled by or is under common control with the Person specified, where control means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract, as trustee or executor or otherwise. Agreement means this Membership Interest Purchase Agreement, including all Annexes, Exhibits and the Disclosure Schedule hereto. Agreement Date has the meaning set forth in the preamble. Allocation has the meaning set forth in Section 2.5.1. Ancillary Agreement means any contract or other agreement that is entered into among the Parties (or any of their respective Affiliates), pursuant to or in connection with this Agreement on the Closing Date. Applicable Additional Purchase Consideration Payment has the meaning set forth in Annex A. AssetMark Agreement means the agreement between the ROFR Client and the Company dated December 29, 2013. Basket Amount has the meaning set forth in Section 7.2.3. Business Day means any day other than (a) any Saturday or Sunday or (b) any other day on which banks located in Chicago, Illinois generally are closed or authorized by Law to be closed for business. Business IP Agreement means any Contract concerning Intellectual Property Rights to which the Company is a party, including any (a) license of Intellectual Property Rights by the Company to any Person, (b) Contract between the Company and any Person relating to Licensed Intellectual Property, and (c) Contract between the Company and any Person relating to the transfer, development, maintenance or use of Intellectual Property Rights, or the development or transmission of any data related thereto. Buyer has the meaning set forth in the preamble. Buyer Indemnified Parties has the meaning set forth in Section 7.2.1. Buyer Common Stock means the common stock of Buyer, par value of $0.005 per share. Buyer Stock Options means options in respect of Buyer Common Stock to be delivered to Seller in the form of Exhibit A. Cash Bonus Amount means a total aggregate amount of $405,000. Cash Consideration has the meaning set forth in Section 2.2.1. Chosen Courts has the meaning set forth in Section 9.9. Closing has the meaning set forth in Section 2.4.1. Closing Date has the meaning set forth in Section 2.4.1. Closing Payoff Amount means one million eight hundred twelve thousand four hundred dollars ($1,812,400). Code means the Internal Revenue Code of 1986, as amended. Company has the meaning set forth in the recitals. Company Plan has the meaning set forth in Section 3.10.1. Confidential Information has the meaning set forth in Section 6.2.1. Continuing Employee has the meaning set forth in Section 6.3. Contract means any legally binding written or oral contract, agreement, license, lease, sales order, purchase order, indenture, mortgage, note, bond, warrant, instrument, undertaking, arrangement or commitment (including all amendments, supplements and modifications thereto). Delayed Consideration has the meaning set forth in Section 7.2.6. Disclosure Schedule has the meaning set forth in Article 3. Employee Benefit Plan means any employee benefit plan (as such term is defined in SS3(3) of ERISA), any employment agreement or consulting agreement, retirement or deferred compensation plan, incentive compensation plan, stock plan, stock purchase plan, retention plan or agreement, unemployment compensation plan, vacation pay, change in control, severance pay, bonus or benefit arrangement, insurance or hospitalization program or other welfare benefit plan (including any self-insured arrangements), disability benefits, supplemental unemployment benefits, or any fringe benefit arrangement for any current or former employee, director, consultant or agent, whether pursuant to contract or arrangement, whether or not terminated, whether or not in writing and whether or not subject to ERISA. Employment Agreement has the meaning set forth in the recitals ERISA means the Employee Retirement Income Security Act of 1974, as amended. ERISA Affiliate means, with respect to any Person, any corporation, trade or business which, together with such Person, is a member of a controlled group of corporations or a group of trades or businesses under common control within the meaning o

Definitions from Amended and Restated Loan and Security Agreement

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this Agreement) dated as of August 10, 2012 (the Effective Date) between SILICON VALLEY BANK, a California corporation with a loan production office located at 2400 Hanover Street, Palo Alto, California 94304 (Bank), and XACTLY CORPORATION, a Delaware corporation, and CENTIVE, INC., a Delaware corporation, each with offices located at 225 West Santa Clara Street, San Jose, California 95113 (individually and collectively, jointly and severally, Borrower), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

Definitions. As used in the Loan Documents, the word shall is mandatory, the word may is permissive, the word or is not exclusive, the words includes and including are not limiting and the singular includes the plural. As used in this Agreement, the following capitalized terms have the following meanings: Account is any account as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all subscription Accounts, all Accounts containing Recurring Revenue and all accounts receivable and other sums owing to Borrower. Account Debtor is any account debtor as defined in the Code with such additions to such term as may hereafter be made, including, without limitation, subscription Account Debtors of the Borrower. Advance or Advances means an advance (or advances) under the Revolving Line. Affiliate is, with respect to any Person, each other Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Persons senior executive officers, directors, partners and, for any Person that is a limited liability company, that Persons managers and members. Agreement is defined in the preamble hereof. Availability Amount is (a) the lesser of (i) the Revolving Line or (ii) the CMRR multiplied by the Advance Rate, minus (b) the outstanding principal balance of any Advances. The following definitions are utilized in calculating and determining the Availability Amount: Advance Rate is the product of three (3) multiplied by the Customer Retention Percentage. The Advance Rate shall be calculated by Bank based on information provided by Borrower and acceptable to Bank, in its reasonable discretion, monthly, on the last day of each month, or such earlier time as Bank may determine necessary, in its sole discretion in the event that Borrower is not in complete compliance with this Agreement and/or is in violation of any financial covenant contained herein. ARPU is, as of any date of determination, Recurring Revenue of Borrower from Existing Customer Accounts, measured on a trailing three (3) month basis ending as of the date of determination divided by the total number of subscription Accounts of Borrower as of such date of determination. Churn Rate is, as of any date of determination, the Lost Customer Account Percentage multiplied by four (4). CMRR is the product of (x) Existing Customer Accounts multiplied by (y) the ARPU; provided that Bank may decrease the foregoing amounts in its sole discretion in the event that Borrower is not in complete compliance with this Agreement and/or is in violation of any financial covenant contained herein. Customer Retention Percentage is, for any period of measurement as of any date of determination, one hundred percent (100%) minus the Churn Rate. Eligible Customer Accounts means Accounts of Borrower generated from expected receipt of Recurring Revenue which arise in the ordinary course of Borrowers business that (i) meet all of Borrowers representations and warranties described in Section 5.3 and (ii) are or may be due and owing from Account Debtors deemed acceptable to Bank in its reasonable discretion; provided that Bank reserves the right at any time and from time to time to exclude and/or remove any Account from the definition of Eligible Customer Accounts in its sole discretion in the event that Borrower is not in complete compliance with this Agreement and/or is in violation of any financial covenant contained herein. Existing Customer Accounts are, on any date of determination, all Eligible Customer Accounts consisting of customers who have executed a subscription commitment with Borrower that are not New Customer Accounts or Lost Customer Accounts. Lost Customer Account Percentage as used in the definition of Churn Rate, is, measured on a trailing three (3) month basis ending as of any date of determination, (i) the Lost Customer Accounts on such date of determination divided by (ii) the total number of subscription Accounts of Borrower as of the first day of such measurement period. Lost Customer Accounts is, as of any date of determination, the total number of subscription Accounts of Borrower that were lost in the trailing three (3) month period ended as of such date of determination. New Customer Accounts are, on any date of determination, all Eligible Customer Accounts consisting of customers who will execute a subscription commitment with Borrower that will be activated and billed within the succeeding thirty (30) day period after such date of determination that are not Existing Customer Accounts or Lost Customer Accounts. Recurring Revenue is subscription revenue of Borrower received or anticipated from the execution or the anticipated execution of monthly, quarterly and annual customer contracts in the ordinary course of Borrowers business, in each case determined in accordance with GAAP and specifically excluding revenue or accou

Definitions from Amended and Restated Loan and Security Agreement

THIS LOAN AND SECURITY AGREEMENT (this Agreement) dated as of September 3, 2014, effective as of August 31, 2014 (the Effective Date) between SILICON VALLEY BANK, a California corporation (Bank), and ASPEN AEROGELS, INC., a Delaware corporation (Borrower), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety that certain Loan and Security Agreement dated as of March 31, 2011 between Borrower and Bank (as amended from time to time, the Prior Loan Agreement). The parties agree as follows:

Definitions. As used in the Loan Documents, the word shall is mandatory, the word may is permissive, the word or is not exclusive, the words includes and including are not limiting, the singular includes the plural, and numbers denoting amounts that are setoff in brackets are negative. As used in this Agreement, the following capitalized terms have the following meanings: Account is any account as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower. Account Debtor is any account debtor as defined in the Code with such additions to such term as may hereafter be made. Adjusted Quick Ratio means a ratio of (i) Quick Assets divided by (ii) the sum of (a) Current Liabilities plus (b) without duplication, all Obligations of Borrower to Bank, minus (c) the current portion of Deferred Revenue. Advance or Advances means a revolving credit loan (or revolving credit loans) under the Revolving Line. Affiliate is, with respect to any Person, each other Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Persons senior executive officers, directors, partners and, for any Person that is a limited liability company, that Persons managers and members. Agreement is defined in the preamble hereof. Aspen Aerogels Rhode Island is Aspen Aerogels Rhode Island LLC, a Rhode Island limited liability company and wholly owned Subsidiary of Borrower. Authorized Signer is any individual listed in Borrowers Borrowing Resolution who is authorized to execute the Loan Documents, including any Notice of Borrowing or other Advance request, on behalf of Borrower. Availability Amount is (a) the lesser of (i) the Revolving Line or (ii) the amount available under the Borrowing Base minus (b) the Dollar Equivalent amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit plus an amount equal to the Letter of Credit Reserve), minus (c) the FX Reduction Amount, minus (d) any amounts used for Cash Management Services, and minus (e) the outstanding principal balance of any Advances. The aggregate amount of all Advances (including, without limitation, the Dollar Equivalent amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit plus an amount equal to the Letter of Credit Reserve), any outstanding FX Reduction Amount and any amounts used for Cash Management Services) under this Agreement outstanding at any time shall not exceed Twenty Million Dollars ($20,000,000). Bank is defined in the preamble hereof. Bank Entities is defined in Section 12.9. Bank Expenses are all audit fees and expenses, costs, and expenses (including reasonable attorneys fees and expenses) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower or any Guarantor. Bank Services are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to Borrower or any of its Subsidiaries by Bank or any Bank Affiliate, including, without limitation, any letters of credit, cash management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Banks various agreements related thereto (each, a Bank Services Agreement). Borrower is defined in the preamble hereof. Borrowers Books are all Borrowers books and records including ledgers, federal and state tax returns, records regarding Borrowers assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. Borrowing Base is (a) eighty percent (80%) of Eligible Accounts, plus (b) eighty percent (80%) of Eligible Foreign Accounts (provided, however, Eligible Foreign Accounts that are billed in a Foreign Currency shall have an advance rate of seventy percent (70%)), provided, that, the availability under this subsection (b) plus the availability under subsection (c) below shall not exceed seventy-five percent (75%) of the Borrowing Base, plus (c) (i) when a Streamline Period is not in effect, the lesser of eighty percent (80%) of Eligible Specified Accounts or One Million Dollars ($1,000,000) and (ii) during a Streamline Period, eighty percent (80%) of Eligible Specified Accounts (and with respect to subsections (c)(i) and (c)(ii) hereof, when added to the availability under subsection (b) above, in each case subject to the overall cap set forth in subsection (b) above), plus (d) the lesser of thirty-five percent (35%) of the value of

Definitions from Amended and Restated Loan and Security Agreement

This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this Agreement) dated as of May 21, 2012 (the Effective Date) is between SILICON VALLEY BANK, a California corporation (Bank), and AIRGAIN, INC., a California corporation (Borrower), amends and restates the terms of that certain Loan and Security Agreement, dated as of December 8, 2008, by and between Bank and Borrower (as amended from time to time, the Original Agreement) and provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

Definitions. As used in the Loan Documents, the word shall is mandatory, the word may is permissive, the word or is not exclusive, the words includes and including are not limiting, the singular includes the plural, and numbers denoting amounts that are set off in brackets are negative. As used in this Agreement, the following capitalized terms have the following meanings: Account is any account as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower. Account Advance Maturity Date is April 3, 2014. Account Debtor is as defined in the Code and shall include, without limitation, any person liable on any Financed Receivable, such as, a guarantor of the Financed Receivable and any issuer of a letter of credit or bankers acceptance. Adjustments are all discounts, allowances, returns, recoveries, disputes, claims of any kind (including, without limitation, counterclaims or warranty claims), offsets, defenses, rights of recoupment, rights of return, or short payments, asserted by or on behalf of any Account Debtor for any Financed Receivable. Advance is defined in Section 2.1.1 of this Agreement. Advance Rate is eighty percent (80.0%), net of any offsets related to each specific Account Debtor, or such other percentage as Bank establishes under Section 2.1.1 of this Agreement. Advance Request and Invoice Transmittal shows Eligible Accounts and/or Aggregate Eligible Accounts which Bank may finance and, for each such Account, includes the Account Debtors, name, address, invoice amount, invoice date and invoice number. Affiliate of any Person is a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Persons senior executive officers, directors, partners, and, for any Person that is a limited liability company, that Persons managers and members. Aggregate Eligible Accounts is defined in Section 2.1.1. Aggregate Eligible Accounts Availability Amount is the lesser of (a) Three Million Dollars ($3,000,000) or (b) the Borrowing Base. Agreement is defined in the preamble of this Agreement. Applicable Rate is a per annum rate equal to the Prime Rate plus one and one quarter percent (1.25%). Bank is defined in the preamble of this Agreement. Bank Entities is defined in Section 12.10 of this Agreement. Bank Expenses are all audit fees and expenses, costs, and expenses (including reasonable attorneys fees and expenses) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower. Bank Services are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to Borrower or any of its Subsidiaries by Bank or any Bank Affiliate, including, without limitation, any letters of credit, cash management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Banks various agreements related thereto (each, a Bank Services Agreement). Borrower is defined in the preamble of this Agreement. Borrowing Base is the result of the Advance Rate multiplied by the face amount of the Eligible Accounts. Borrowing Base Certificate is that certain certificate in the form attached hereto as Exhibit D. Borrowers Books are all Borrowers books and records including ledgers, federal and state tax returns, records regarding Borrowers assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. Borrowing Resolutions are, with respect to any Person, those resolutions substantially in the form attached hereto as Exhibit E. Business Day is any day that is not a Saturday, Sunday or a day on which Bank is closed. Cash Equivalents means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having a rating of at least A-1 or the equivalent thereof by Standard & Poors Ratings Group or a rating of P-1 or the equivalent thereof by Moodys Investors Service, Inc.; (c) Banks certificates of deposit issued maturing no more than one (1) year after issue; and (d) money market funds at least ninety-five percent (95%) of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (c) of this definition. Change in Control means any event, transaction, or occurrence as a result of wh