Toronto Uses in CERTAIN DEFINITIONS Clause

CERTAIN DEFINITIONS from Membership Interest Purchase Agreement

This Membership Interest Purchase Agreement (this Agreement) is made and entered into as of July 25, 2016, by and among Waterton Precious Metals Fund II Cayman, LP, a Cayman Islands exempted limited partnership (Seller Parent), Waterton Nevada Splitter, LLC, a Nevada limited liability company (Seller), Klondex Holdings (USA) Inc., a Nevada corporation (Buyer), and Klondex Mines Ltd., a British Columbia corporation (Buyer Parent). Buyer and Buyer Parent sometimes are referred to in this Agreement collectively as the Buyer Parties and each individually as a Buyer Party. Seller Parent, Seller and the Buyer Parties sometimes are referred to in this Agreement collectively as the Parties and each individually as a Party.

CERTAIN DEFINITIONS. As used in this Agreement, the following terms, whether in singular or plural forms, shall have the following meanings: Affiliate means with respect to any Person, any other Person controlling, controlled by or under common control with such Person, with control for such purpose meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or voting interests, by contract or otherwise. Affiliate Debt means the indebtedness of the Company to its Affiliates as of the date of this Agreement, as set forth on Schedule 1.1. Business means the ownership of the Hollister Mine and the Esmeralda Mine. Business Day means any day other than Saturday, Sunday or a day on which banking institutions in Toronto, Ontario or Reno, Nevada are required or authorized to be closed. CFIUS Approval means (i) Buyer and Seller shall have received a written notification from CFIUS that it has determined that (A) the acquisition of the Company by the Buyer is not a covered transaction under Section 721; or (B) it has concluded its review (and any applicable investigation) under Section 721 and has determined that there are no unresolved national security concerns with respect to the acquisition of the Company by the Buyer, (ii) the parties shall have received a decision by the President of the United States not to suspend, restrict or prohibit the transactions contemplated by this Agreement, or (iii) the President of the United States, having received a report from CFIUS, has not taken any action within 15 days after having received such report. Closing Date means the date on which Closing occurs. Code means the U.S. Internal Revenue Code of 1986, as amended. Contract means any written contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or agreement, and any oral obligation, right or agreement. Development Costs means all outstanding payables and other liabilities of the Company or Rock Creek to Seller, Seller Parent, EMG, Waterton Global Resource Management, Inc. or their respective Affiliates, including but not limited to those relating to legal, labour, powerline design, project supervision, environmental, permitting and commissioning costs, that are attributable to development activities, including but not limited to costs relating to transmission lines on or adjacent to the properties of the Company or Rock Creek, prior to Closing. EMG means Elko Mining Group LLC, a Nevada limited liability company. Encumbrance means any security interest, lien, mortgage, indenture, pledge, charge, right of first refusal, easement, lease or sub-lease, right of way, encroachment, deed of trust, restriction on transferability or other similar restriction, option or other encumbrance, whether imposed by agreement, law or otherwise, whether of record or otherwise, together with any agreement to grant any of the foregoing rights or interests. Environmental Law means any Legal Requirement aimed at or in any way relating to pollution, protection or conservation of public health, safety or welfare or the environment, including those relating to emissions, discharges, Releases or threatened Releases of Regulated Substances into the environment (including ambient air, surface water, ground water or land), or otherwise relating to the manufacture, processing, distribution, use, reuse, recycling, treatment, storage, disposal, transport or handling of Regulated Substances, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. SS 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. App. SS 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. SS 6901 et seq.), the Clean Water Act (33 U.S.C. SS 1251 et seq.), the Clean Air Act (42 U.S.C. SS 7401 et seq.) the Toxic Substances Control Act (15 U.S.C. SS 2601 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. SS 136 et seq.), the Emergency Planning and Community Right to Know Act (42 U.S.C. SS 11001 et seq.), and the Safe Drinking Water Act (42 U.S.C. SS 300 et seq.), and all counterpart or other similar Nevada laws, as each has been or may be amended, and the regulations promulgated pursuant thereto. Environmental Liabilities means all liabilities and obligations (i) for the Reclamation of any of the Properties or with respect to any Remedial Action in connection with any of the Properties or the Business, and (ii) associated with noncompliance with Environmental Laws (including fines, penalties, damages and remedies) with respect to any of the Properties or the Business, in each case regardless of when the operations or activities which gave rise to such liabilities or obligations occurred or arose. Esmeralda Royalty means the 3% Net Smelter Returns Royalty on all mi

Certain Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this "Agreement"), dated January 18, 2016, is by and among Progressive Waste Solutions Ltd., a corporation existing under the laws of Ontario ("Parent"), Water Merger Sub LLC, a Delaware limited liability company and a direct or indirect wholly-owned subsidiary of Parent ("Merger Sub") and Waste Connections, Inc., a Delaware corporation (the "Company"). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, Merger Sub and the Company are each sometimes referred to herein as a "Party" and collectively as the "Parties".

Certain Definitions. For the purposes of this Agreement, the term: "2013 LTIP" means the Parent's Long Term Incentive Plan effective January 1, 2013. "2014 LTIP" means the Parent's Long Term Incentive Plan effective January 1, 2014. "2015 LTIP" means the Parent's Long Term Incentive Plan effective January 1, 2015. "Acceptable Confidentiality Agreement" means a confidentiality agreement that contains terms that are no less favorable in the aggregate to the Company or Parent, as applicable, than those contained in the Confidentiality Agreement; provided, however, that an Acceptable Confidentiality Agreement shall not be required to contain standstill provisions. "Adverse Law or Order" means (i) any statute, rule, regulation or similar requirement (other than any Antitrust Law or Tax Law) shall have been enacted or promulgated by any Governmental Entity of competent jurisdiction or Exchange which prohibits or makes illegal the consummation of the Merger, or (ii) there shall be in effect any order or injunction of a Governmental Entity of competent jurisdiction or Exchange preventing the consummation of the Merger. "Antitrust Laws" mean any antitrust, competition or trade regulation Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, including the HSR Act. "Bribery Legislation" means all and any of the following if and as they may be applicable to the Company, Parent and/or their respective Subsidiaries by their terms: the FCPA; the Corruption of Foreign Public Officials Act, as amended, the Organization For Economic Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and related implementing legislation; and any anti-bribery or anti-corruption related provisions in criminal and anti-competition laws and/or anti-bribery, anti-corruption and/or anti-money laundering laws of any jurisdiction (including but not limited to Canada) in which Parent or the Company operates.

Certain Definitions from Articles of Amendment

Certain Definitions. As used herein, the following terms shall have the following meanings, unless the context otherwise requires: Affiliate with respect to any person shall have the meaning specified pursuant to part 1.3 of National Instrument 46-106 Prospectus and Registrations Exemptions, promulgated under the Securities Act (Ontario); provided, however, that (i) portfolio companies in which any person or any of its Affiliates has an investment shall not be deemed an Affiliate of such person, and (ii) the Corporation, any of its Subsidiaries, or any of the Corporations other controlled Affiliates, in each case, will not be deemed to be Affiliates of Crestview for purposes of the rights, privileges, restrictions and conditions of the Series A First Preferred Shares. For purposes of this definition, control (including, with correlative meaning, the terms controlled by and under common control with) when used in respect of any Person shall have the meaning specified pursuant to part 1.4 of National Instrument 46-106 Prospectus and Registrations Exemptions, promulgated under the Securities Act (Ontario). Beneficially Own shall mean to have beneficial ownership as such term is defined in the Canada Business Corporations Act and shall include, without limitation, any Person that beneficially owns securities for the purposes of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, promulgated under the Securities Act (Ontario). Board shall mean the Board of Directors of the Corporation. Business Day shall mean a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is not a day on which banking institutions in New York, New York or Toronto, Ontario generally are authorized or obligated by law, regulation or executive order to close. Change of Control shall mean the occurrence of any of the following:

Certain Definitions from Revolving Credit Agreement

REVOLVING CREDIT AGREEMENT, dated as of April 30, 2013, by and among AIR PRODUCTS AND CHEMICALS, INC., a Delaware corporation (the Parent), the other borrowers parties hereto from time to time (the Other Borrowers, as defined further below), the lenders parties hereto from time to time (the Lenders, as defined further below) and THE ROYAL BANK OF SCOTLAND PLC, as Administrative Agent for the Lenders hereunder.

Certain Definitions. In addition to other words and terms defined elsewhere in this Agreement, as used herein the following words and terms shall have the following meanings, respectively, unless the context hereof otherwise clearly requires: Absolute Rate shall have the meaning set forth in Section 3.02(c)(ii)(D) hereof. Absolute Rate Auction shall mean a solicitation of Competitive Bid Loan Quotes setting forth Absolute Rates pursuant to Article III hereof. Absolute Rate Loan or Absolute Rate Loans shall mean any or all Competitive Bid Loans the interest rates of which are determined on the basis of Absolute Rates pursuant to an Absolute Rate Auction. Administrative Agent shall mean RBS and any successor Administrative Agent hereunder appointed in accordance with Section 11.10. Administrative Agents Office or Office shall mean as set forth in Schedule III. Affected Lender shall have the meaning set forth in Section 2.05(d)(ii) hereof. Affiliate of a specified Person shall mean any Person which directly or indirectly controls, or is controlled by, or is under common control with, such specified Person. For purposes of the preceding sentence, control of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise. Agent Parties shall have the meaning set forth in Section 12.19 hereof. Agents shall mean the Administrative Agent and the Co-Syndication Agents. Agreement means this credit agreement, as it may be amended or modified and in effect from time to time. Anti-Terrorism Laws shall mean (i) the requirements of the Trading With the Enemy Act (50 U.S.C. SS1 et seq., as amended), (ii) the foreign asset control regulations of OFAC, (iii) the directives set forth in any Executive Order, (iv) the requirements of Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) and (v) any similar rules, laws, regulations or governmental directives. Applicable Margin shall mean (a) for Base Rate Loans, the amount designated as the Applicable Margin for Base Rate Loans on the Applicable Pricing Grid set forth on Schedule I hereto and (b) for Euro Rate Loans and CDOR Loans, the amount designated as the Applicable Margin for Euro Rate Loans and CDOR Loans on the Applicable Pricing Grid set forth on Schedule I hereto. Approved Fund shall mean any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender; provided, however, that no Fund shall be an Approved Fund with respect to any proposed assignment hereunder unless at the time of such assignment either (a) its senior unsecured long-term debt securities without third-party credit enhancement are rated at least BBB by S&P or Baa2 by Moodys or (b) its senior unsecured short-term debt securities without third-party credit enhancement are rated at least A-2 by S&P or P-2 by Moodys. Assignee Lender shall have the meaning set forth in Section 12.14(c) hereof. Assignment Agreement shall have the meaning set forth in Section 12.14(c) hereof. Assignor Lender shall have the meaning set forth in Section 12.14(c) hereof. Bankruptcy Event shall mean, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements (such as this Agreement) made by such Person. Base Rate shall mean for any day the greatest of (i) the Prime Rate in effect on such day, (ii) 0.50% plus the Federal Funds Effective Rate in effect on such day and (iii) the Euro-Rate for a one month Funding Period commencing on such day plus 1.0% per annum, provided that, for the avoidance of doubt, the Euro-Rate used in determining the Base Rate for any day shall be as of 11:00 a.m. (London time) on such day (or if such day is not a Business Day, the immediately preceding Bu

Certain Definitions from Securities Purchase Agreement

SECURITIES PURCHASE AGREEMENT, dated as of May 2, 2013, by and among Spectra Energy Express Pipeline (Canada), Inc., a Delaware corporation (Seller), Spectra Energy Capital Funding, Inc., a Delaware corporation (SE Capital Funding) and Spectra Energy Partners, LP, a Delaware limited partnership (Buyer).

Certain Definitions. As used in this Agreement, the following terms have the meanings set forth below: 2013 Unaudited Financials has the meaning set forth in Section 5.6(b). 3268126 Nova Scotia Company has the meaning set forth in the recitals. Acquired Company has the meaning set forth in the recitals. Acquisition Cenex Expense means $44,183, which represents 100% of all capital expenditures related to that certain tank construction project contemplated by the Commitment Agreement, dated May 9, 2012, among Express Pipeline LP, Express Pipeline LLC and CHS Inc. that were allocated to and paid by Seller or its Affiliates pursuant to Section 2.3 of the Original Purchase Agreement and allocated to the Companies. Acquisition D&O Insurance Expense means $26,983, which represents 100% of the out of pocket costs and expenses allocated to and incurred by Seller and its Affiliates and allocated to the Companies to obtain D&O Insurance pursuant to Section 7.14 of the Original Purchase Agreement. Adjusted Current Assets means, as of any given time, the Financial Statements Current Assets as determined in accordance with the Agreed Valuation Principles. Adjusted Current Liabilities means, as of any given time, the Financial Statements Current Liabilities as determined in accordance with the Agreed Valuation Principles. Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. For purposes of this definition, (a) the term control (including the correlative meanings of the terms controlled by and under common control with), as used with respect to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person (which, in the case of a publicly traded master limited partnership, means such power and authority with respect to the general partner thereof), whether through the ownership of voting securities, by Contract or otherwise and (b) notwithstanding anything in this definition to the contrary, none of Buyer and its subsidiaries, on the one hand, and Spectra Energy Corp and all of its other subsidiaries, including Seller or SE Capital Funding, on the other hand, shall be considered to be Affiliates with respect to each other. Agreed Valuation Principles has the meaning set forth in Section 2.3(a). Agreement means this Securities Purchase Agreement, as it may be amended or supplemented from time to time in accordance with the terms hereof. Bankruptcy and Equity Exception has the meaning set forth in Section 3.2. Base Securities Purchase Price has the meaning set forth in Section 2.2. Benefit Plans has the meaning set forth in Section 5.14(b). Business Day means any day other than a Saturday, a Sunday or a statutory holiday on which banks in the State of New York, the Province of Alberta or the Province of Ontario are closed. Buyer has the meaning set forth in the preamble. Buyer Approvals has the meaning set forth in Section 6.3. Buyer Disclosure Schedule means the disclosure schedule of even date herewith delivered to Seller and SE Capital Funding by Buyer prior to or simultaneously with the execution and delivery of this Agreement by Seller and SE Capital Funding. Buyer Indemnified Parties has the meaning set forth in Section 10.2(a)(i). Buyer Newco has the meaning set forth in the recitals. Buying Affiliates means Buyer Newco or one or more other direct or indirect Subsidiaries of Buyer that Buyer, subject to and in accordance with the provisions of this Agreement, will cause to purchase the Securities and the Canada Intercompany Loan, the names of which other Subsidiaries and the corresponding assets to be bought by which, are set forth on Section 1.1(a) of the Buyer Disclosure Schedule. Canada Intercompany Loan has the meaning set forth in the recitals. Canada Intercompany Loan Assignment has the meaning set forth in Section 2.6(c). Canada Intercompany Loan Documents means (a) the Subordinated Term Loan Agreement dated March 13, 2013 between SE Canada ULC as Borrower and SE Capital Funding as Lender and (b) the Promissory Note dated March 13, 2013 between SE Canada ULC as Maker and SE Capital Funding as Holder. Canadian ASPE means the Canadian Accounting Standards for Private Enterprises as in effect at any specified time. Canadian GAAP means the Canadian generally accepted accounting principles as in effect at any specified time. Cap has the meaning set forth in Section 10.4(c). Capital Lease Obligations means with respect to any Person, for any applicable period, the obligations of such Person that are required to be classified and accounted for as capital lease obligations under GAAP, and the amount of such obligations as of any date will be the capitalized amount of such obligations as of such date determined in accordance with GAAP. CERCLA

Certain Definitions from Contribution Agreement

CONTRIBUTION AGREEMENT, dated as of May 2, 2013, by and between Spectra Energy Partners (DE) GP, LP, a Delaware limited partnership (Contributor) and Spectra Energy Partners, LP, a Delaware limited partnership (SEP).

Certain Definitions. As used in this Agreement, the following terms have the meanings set forth below: 2013 Unaudited Financials has the meaning set forth in Section 5.6(b). Acquisition Cenex Expense means $108,565, which represents 40% of all capital expenditures related to the Cenex Project that were allocated to and paid by Contributor or its Affiliates pursuant to Section 2.3 of the Original Purchase Agreement and allocated to the Companies. Acquisition D&O Insurance Expense means $66,300, which represents 40% of the out of pocket costs and expenses allocated to and incurred by Contributor and its Affiliates and allocated to the Companies to obtain D&O Insurance pursuant to Section 7.14 of the Original Purchase Agreement. Adjusted Current Assets means, as of any given time, the Financial Statements Current Assets as determined in accordance with the Agreed Valuation Principles. Adjusted Current Liabilities means, as of any given time, the Financial Statements Current Liabilities as determined in accordance with the Agreed Valuation Principles. Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. For purposes of this definition, (a) the term control (including the correlative meanings of the terms controlled by and under common control with), as used with respect to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person (which, in the case of a publicly traded master limited partnership, means such power and authority with respect to the general partner thereof), whether through the ownership of voting securities, by Contract or otherwise and (b) notwithstanding anything in this definition to the contrary, none of SEP and its subsidiaries, on the one hand, and Spectra Energy Corp and all of its other subsidiaries, including Contributor, on the other hand, shall be considered to be Affiliates with respect to each other. Agreed Valuation Principles has the meaning set forth in Section 2.3(a). Agreement means this Contribution Agreement, as it may be amended or supplemented from time to time in accordance with the terms hereof. Allocation Schedule has the meaning set forth in Section 7.22(b). Amended Holdco Agreement means the First Amended and Restated Limited Liability Company Agreement of Express Holdings (USA), LLC, in substantially the form attached hereto as Exhibit A. Bankruptcy and Equity Exception has the meaning set forth in Section 3.2. Base Cash Distribution means an amount equal to $379,290,312.40. Benefit Plans has the meaning set forth in Section 5.14(b). Built-in Gain has the meaning set forth in Section 7.22(b). Business Day means any day other than a Saturday, a Sunday or a statutory holiday on which banks in the State of New York, the Province of Alberta or the Province of Ontario are closed. Canadian ASPE means the Canadian Accounting Standards for Private Enterprises as in effect at any specified time. Cap has the meaning set forth in Section 10.4(c). Capital Lease Obligations means with respect to any Person, for any applicable period, the obligations of such Person that are required to be classified and accounted for as capital lease obligations under GAAP, and the amount of such obligations as of any date will be the capitalized amount of such obligations as of such date determined in accordance with GAAP. Cash Distribution has the meaning set forth in Section 2.2. Cenex Adjustment means an amount equal to (a) the Equity Percentage multiplied by (b) the sum of all capital expenditures paid or accrued (but in the case of accruals, only to the extent included in Financial Statements Current Liabilities) by the Companies after March 14, 2013 and prior to the Closing Date in connection with the Cenex Project. Cenex Project means that certain tank construction project contemplated by the Commitment Agreement, dated May 9, 2012, among Express Pipeline LP, Express Pipeline LLC and CHS Inc. CERCLA means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended. Claim Notice has the meaning set forth in Section 10.5(a). Closing means the closing of the Transactions. Closing Cash Distribution has the meaning set forth in Section 2.3(b). Closing Date means the date on which the Closing occurs. Code means the Internal Revenue Code of 1986, as amended. Commission means the United States Securities and Exchange Commission. Common Unit Consideration means the number of Common Units that is computed by (a) multiplying $138,820,000 by 98% and (b) dividing the resulting amount by the Per Unit Value; provided, however, that if the number of Common Units so computed is not a whole number, such number shall be rounded to the nearest whole number of Common Units (and a 0.5 Common Unit sh

Certain Definitions from Purchase and Sale Agreement

PURCHASE AND SALE AGREEMENT, dated as of October 23, 2012 (the "Agreement"), by and between Ally Financial Inc., a corporation organized under the laws of the state of Delaware ("Parent"), and Royal Bank of Canada, a Schedule I bank existing under the Bank Act ("Purchaser").

Certain Definitions. As used in this Agreement, the following terms have the meanings set forth below:"Accounting Expert" has the meaning set forth in Section 2.3(c)."Action" means any civil, criminal or administrative action, suit, demand, claim, case, litigation, arbitration, opposition, objection, cancellation, inquiry, hearing, dispute, investigation or other proceeding."Adjustment Amount" means an amount equal to the absolute value of (i) the Estimated Net Asset Value minus (ii) the Final Net Asset Value."Affiliate" means, with respect to any specified Person, any other Person directly or indirectly Controlling, Controlled by or under common Control with such specified Person; provided that neither the U.S. Treasury nor any Person under common Control with Parent as a result of the ownership of Equity Interests in Parent by the U.S. Treasury shall constitute an Affiliate of Parent."Agreement" has the meaning set forth in the Preamble."ARC" means an advance ruling certificate pursuant to section 102 of the Competition Act."Bank Act" means the Bank Act (Canada).SC1:3314648.6"Business Combination" has the meaning set forth in Section 5.14(b)(vii)."Business Day" means any day other than a Saturday, Sunday or a day on which banks located in New York, New York, Toronto, Ontario or, to the extent relating to the transfer of Target Equity Interests in any of the jurisdictions listed on Schedule B, such jurisdiction, are authorized or required by Law to be closed."Canadian Target Companies" means all Target Companies that are resident in Canada for purposes of the Tax Act."Cap" has the meaning set forth in Section 8.2(b)."Closing" has the meaning set forth in Section 2.5."Closing Date" means the date on which the Closing occurs."Closing Payment" means an amount equal to the sum of (i) the Premium and (ii) the Estimated Net Asset Value."Code" means the Internal Revenue Code of 1986."Commissioner" means the Commissioner of Competition, appointed pursuant to the Competition Act, or her or his designated representative."Company Material Adverse Effect" means any change, effect, event or occurrence that, either individually or in the aggregate with any other change, effect, event or occurrence, (i) has or is reasonably likely to have a material and adverse effect on the business, assets, condition (financial or otherwise) or the results of operations of the Target Companies, taken as a whole, or (ii) would be reasonably likely to prevent or materially impair the ability of Parent or any of its Affiliates to perform their respective obligations under the Transaction Documents or to consummate the transactions contemplated thereby in a timely manner; provided that, in the case of clause (i) only, none of the following (or the results thereof), either alone or in combination with any other changes, effects, events or occurrences, shall constitute or contribute to a Company Material Adverse Effect: (a) any change in applicable accounting principles or any adoption, proposal, implementation or change in Law (including any Law in respect of Taxes) or any interpretation thereof by any Government Authority; (b) any change in global, national or regional political conditions (including protests, strikes, riots, acts of terrorism or war) or in general global, national or regional economic, business, regulatory, political or market conditions or in national or global financial or capital markets (including any such conditions or markets in Canada or the United States); (c) any change generally affecting the industries or market sectors in the geographic regions in which one or more of the Target Companies operate; (d) any change resulting from or arising out of hurricanes, earthquakes, floods, or other natural disasters; (e) the negotiation, execution, announcement or performance of the Transaction Documents or consummation of the transactions contemplated thereby; (f) the failure of one or more of the Target Companies to meet any internal or public projections, forecasts or estimates of performance, revenues or earnings (it being understood that SC1:3314648.6the facts and circumstances contributing to such failure may constitute or contribute to a Company Material Adverse Effect); (g) any actions (or the effects of any action) taken (or omitted to be taken) upon the written request or instruction of, or with the written consent of, Purchaser, consistent with the terms hereof, to consummate the transactions contemplated hereby; or (h) any action (or the effects of any action) taken (or omitted to be taken) by the Target Companies as required pursuant to this Agreement; except in the cases of clauses (a), (b), (c) and (d) to the extent such change (or any results thereof) has a materially disproportionate effect on the Target Companies, taken as a whole, compared with other Persons operating in the industries and jurisdictions in which the Target Companies operate."Company Trademarks" means those trademarks listed on Section 1.01(a) of Parent's Dis

Certain Definitions from Registration Rights Agreement

This Registration Rights Agreement (the Agreement) is made and entered into as of this 2nd day of August, 2007 by and among Sterling Mining Company, a corporation incorporated under the laws of Idaho (the Company), TD Securities Inc. and Blackmont Capital Inc. (collectively, the Agents) on behalf of each purchaser in the offering by the Company of Units and in connection with the agency agreement, dated August 2, 2007 (the Agency Agreement), between the Company and the Agents.

Certain Definitions. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Agency Agreement. As used in this Agreement, the following terms shall have the following meanings: Affiliate means, with respect to any person, any other person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such person. Business Day means a day, other than a Saturday or Sunday, on which banks in Toronto are open for the general transaction of business. Common Shares shall mean the Companys shares of common stock, US$0.05 par value, and any securities into which such shares may hereinafter be reclassified. Effective Date shall mean the date a Registration Statement is declared effective by the SEC. Investors shall mean the Purchasers, Subscribers and the Agents. NASD means National Association of Securities Dealers, Inc. Offering shall mean the private placement offering of Special Warrants in the provinces of Ontario, the United States and elsewhere in accordance with the terms of the Agency Agreement. Offering Price shall mean a price of US$3.25 per Special Warrant in the Offering. Prospectus shall mean the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus. Purchasers shall mean the purchasers in connection with the Offering and any Affiliate or permitted transferee of any Purchaser who is a subsequent holder of any Restricted Security. Register, registered and registration refer to a registration made by preparing and filing a Registration Statement or similar document in compliance with the 1933 Act, and the declaration or ordering of effectiveness of such Registration Statement or document. Registrable Securities shall mean (i) the Unit Shares, (ii) the Warrant Shares, (iii) the Common Shares and Warrant Shares underlying the Compensation Options, any (iv) other securities issued or issuable with respect to or in exchange for Registrable Securities. Registration Statement shall mean any registration statement of the Company filed under the 1933 Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement. Regulation D means Regulation D adopted by the SEC under the 1933 Act. Regulation S means Regulation S adopted by the SEC under the 1933 Act. Restricted Security shall have the meaning ascribed thereto in Rule 144(a)(3) of the 1933 Act. SEC means the U.S. Securities and Exchange Commission. Subscribers shall mean the subscribers identified in the Subscription Agreements and any Affiliate or permitted transferee of any Subscriber who is a subsequent holder of Registrable Securities. Special Warrants means the special warrants of the Company, each Special Warrant being convertible into one Common Share and one-half of one Warrant. Warrants means the warrants issued by the Company pursuant to the Agency Agreement, each Warrant entitling the holder to purchase one Common Share of the Company at a price of US$4.10 per share at any time for 24 months following the Closing Date. 1933 Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 1934 Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Certain Definitions from Registration Rights Agreement

This Registration Rights Agreement (the Agreement) is made and entered into as of this18th day of January, 2007 by and among Sterling Mining Company, a corporation incorporated under the laws of Idaho (the Company), Blackmont Capital Inc. and TD Securities Inc. (collectively, the Agents) on behalf of each purchaser in the offering by the Company of Units and in connection with the agency agreement, dated January 18, 2007 (the Agency Agreement), between the Company and the Agents.

Certain Definitions. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Agency Agreement. As used in this Agreement, the following terms shall have the following meanings: Affiliate means, with respect to any person, any other person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such person. Business Day means a day, other than a Saturday or Sunday, on which banks in Toronto are open for the general transaction of business. Common Shares shall mean the Companys shares of common stock, US$0.05 par value, and any securities into which such shares may hereinafter be reclassified. Effective Date shall mean the date a Registration Statement is declared effective by the SEC. Investors shall mean the Purchasers, Subscribers and the Agents. NASD means National Association of Securities Dealers, Inc. Offering shall mean the private placement offering of Units in the provinces of Ontario, the United States and elsewhere in accordance with the terms of the Agency Agreement. Offering Price shall mean a price of US$2.30 per Unit in the Offering. Prospectus shall mean the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus. Purchasers shall mean the purchasers in connection with the Offering and any Affiliate or permitted transferee of any Purchaser who is a subsequent holder of any Restricted Security. Register, registered and registration refer to a registration made by preparing and filing a Registration Statement or similar document in compliance with the 1933 Act, and the declaration or ordering of effectiveness of such Registration Statement or document. Registrable Securities shall mean (i) the Unit Shares, (ii) the Warrant Shares, (iii) the Common Shares and Warrant Shares underlying the Compensation Options, any (iv) other securities issued or issuable with respect to or in exchange for Registrable Securities. Registration Statement shall mean any registration statement of the Company filed under the 1933 Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement. Regulation D means Regulation D adopted by the SEC under the 1933 Act. Regulation S means Regulation S adopted by the SEC under the 1933 Act. Restricted Security shall have the meaning ascribed thereto in Rule 144(a)(3) of the 1933 Act. SEC means the U.S. Securities and Exchange Commission. Subscribers shall mean the subscribers identified in the Subscription Agreements and any Affiliate or permitted transferee of any Subscriber who is a subsequent holder of Registrable Securities. Units means the units of the Company, each Unit consisting of one Common Share and one Warrant. Warrants means the warrants issued by the Company pursuant to the Agency Agreement, each Warrant entitling the holder to purchase one Common Share of the Company at a price of US$4.25 per share at any time for 24 months following the Closing Date. 1933 Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 1934 Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Certain Definitions from Registration Rights Agreement

This Registration Rights Agreement (the Agreement) is made and entered into as of this 22nd day of February, 2006 by and among U.S. Gold Corporation, a corporation incorporated under the laws of Colorado (the Company) and GMP Securities L.P. (GMP) on behalf of each purchaser in the offering by the Company of Subscription Receipts and in connection with the agency agreement, dated February 22, 2006 (the Agency Agreement), between the Company, GMP and Griffiths McBurney Corp. (together with GMP, the Agent).

Certain Definitions. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Agency Agreement. As used in this Agreement, the following terms shall have the following meanings: Affiliate means, with respect to any person, any other person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such person. Business Day means a day, other than a Saturday or Sunday, on which banks in Toronto are open for the general transaction of business. Common Shares shall mean the Companys shares of common stock, no par value, and any securities into which such shares may hereinafter be reclassified. Effective Date shall mean the date a Registration Statement is declared effective by the SEC. Investors shall mean the Purchasers, Subscribers and the Agent. NASD means National Association of Securities Dealers, Inc. Offering shall mean the offering of Subscription Receipts in the provinces of Ontario and Quebec, the United States and elsewhere in accordance with the terms of the Agency Agreement. Offering Price shall mean a price of US$4.50 per Subscription Receipt in the Offering. Prospectus shall mean the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus. Purchasers shall mean the purchasers in connection with the initial public offering in Canada pursuant to the Canadian Final Prospectus and any Affiliate or permitted transferee of any Purchaser who is a subsequent holder of any Restricted Security. Register, registered and registration refer to a registration made by preparing and filing a Registration Statement or similar document in compliance with the 1933 Act, and the declaration or ordering of effectiveness of such Registration Statement or document. Registrable Securities shall mean (i) the Unit Shares, (ii) the Warrants, (iii) the Warrant Shares, (iv) the Compensation Option, (v) the Broker Shares, (vi) the Broker Warrants, (vii) the Broker Unit Warrants, (viii) the Broker Unit Warrant Shares, any (ix) other securities issued or issuable with respect to or in exchange for Registrable Securities. Registration Statement shall mean any registration statement of the Company filed under the 1933 Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, amendments