Warrant Shares Uses in Definitions Clause

Definitions from Registration Rights Agreement

This Registration Rights Agreement (including all exhibits hereto and as may be amended, supplemented or amended and restated from time to time in accordance with the terms hereof, this Agreement) is made and entered into as of March 21, 2017, by and among Chaparral Energy, Inc., a Delaware corporation (the Company), on one hand, and the other parties signatory hereto and any additional parties identified on the signature pages of any joinder agreement executed and delivered pursuant hereto, on the other hand (each a Holder and collectively, the Holders).

Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Plan have the meanings given such terms in the Plan. As used in this Agreement, the following terms shall have the following meanings: Advice has the meaning set forth in Section 16(c). Affiliate means, with respect to any person, any other person which directly or indirectly controls, is controlled by, or is under common control with, such person. The term control (including the terms controlled by and under common control with) as used in this definition means the possession, directly or indirectly (including through one or more intermediaries), of the power or authority to direct or cause the direction of management, whether through the ownership of voting securities, by contract or otherwise. Agreement has the meaning set forth in the Preamble. Automatic Shelf Registration Statement means an automatic shelf registration statement as defined in Rule 405 promulgated under the Securities Act, as such definition may be amended from time to time. Backstop Commitment Agreement means that certain Backstop Commitment Agreement dated as of December 15, 2016 by and among the Company and the certain commitment parties thereto. beneficially own (and related terms such as beneficial ownership and beneficial owner) shall have the meaning given to such term in Rule 13d-3 under the Exchange Act, and any Persons beneficial ownership of securities shall be calculated in accordance with the provisions of such Rule. Board means the Board of Directors of the Company. Business Day means any day, other than a Saturday or Sunday or a day on which commercial banks in New York City are required by law to be closed. Class A Shares means shares of the Companys Class A common stock, par value $0.01 per share, and any securities into which such shares may hereinafter be reclassified. Class B Shares means shares of the Companys Class B common stock, par value $0.01 per share, and any securities into which such shares may hereinafter be reclassified. Commission means the Securities and Exchange Commission. Common Stock means the Class A Shares and Class B Shares, collectively. Company has the meaning set forth in the Preamble. Counsel to the Holders means (i) with respect to any Demand Registration, the one legal counsel selected by the Holders of a majority of the Registrable Securities initially requesting such Demand Registration and (ii) with respect to any Underwritten Takedown or Piggyback Registration, the one legal counsel selected by the Majority Holders. Demand Registration Request has the meaning set forth in Section 4(a). Effective Date means the date that a Registration Statement filed pursuant to this Agreement is first declared effective by the Commission. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Form S-1 means form S-1 under the Securities Act, or any other form hereafter adopted by the Commission for the general registration of securities under the Securities Act. Form S-3 means form S-3 under the Securities Act, or any other form hereafter adopted by the Commission having substantially the same usage as Form S-3. Form S-4 means form S-4 under the Securities Act, or any other form hereafter adopted by the Commission having substantially the same usage as Form S-4. Form S-8 means form S-8 under the Securities Act, or any other form hereafter adopted by the Commission having substantially the same usage as Form S-8. FINRA has the meaning set forth in Section 10. Grace Period has the meaning set forth in Section 6(a)(B). Holder or Holders has the meaning set forth in the Preamble. A Person shall cease to be a Holder hereunder at such time as it ceases to hold any Registrable Securities. Indemnified Party has the meaning set forth in Section 12(c). Indemnifying Party has the meaning set forth in Section 12(c). Initial Registrable Securities Number means the aggregate number of Registrable Securities (including Warrant Shares) beneficially owned by all signatories to this Agreement other than the Company. Initial Shelf Expiration Date has the meaning set forth in Section 2(e)(ii). Initial Shelf Registration Statement has the meaning set forth in Section 2(a). Lockup Period has the meaning set forth in Section 11(a). Losses has the meaning set forth in Section 12(a). Majority Holders means, with respect to any Underwritten Offering, the holders of a majority of the Registrable Securities to be included in such Underwritten Offering held by all Holders that have made the request requiring the Company to conduct such Underwritten Offering (but not including any Holders that have exercised piggyback rights hereunder to be included in such Underwritten Offering). Other Holders has the meaning set forth in Section 7(b). Person means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, join

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of December, 2016, between Marathon Patent Group, Inc., a Nevada corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively the Purchasers).

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1: Acquiring Person shall have the meaning ascribed to such term in Section 4.5. Action shall have the meaning ascribed to such term in Section 3.1(j). Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act. Board of Directors means the board of directors of the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1. Closing Date means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount and (ii) the Companys obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the third Trading Day following the date hereof. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Company Counsel means Sichenzia Ross Ference Kesner LLP, with offices located at 61 Broadway, New York, NY 10006. Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith. Effective Date means the earliest of the date that (a) a registration statement covering the Warrant Shares has been declared effective by the Commission registering all of the Warrant Shares, (b) all of the Warrant Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions or (c) following the one year anniversary of the Closing Date provided that a holder of Warrant Shares is not an Affiliate of the Company, all of the Warrant Shares may be sold pursuant to an exemption from registration under Section 4(a)(1) of the Securities Act without volume or manner-of-sale restrictions and Company Counsel has delivered to such holders a standing written unqualified opinion that resales may then be made by such holders of the Warrant Shares pursuant to such exemption which opinion shall be in form and substance reasonably acceptable to such holders. Evaluation Date shall have the meaning ascribed to such term in Section 3.1(s). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of November 22, 2016, between Jaguar Animal Health Inc., a Delaware corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively, the Purchasers).

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1: Acquiring Person shall have the meaning ascribed to such term in Section 4.5. Action shall have the meaning ascribed to such term in Section 3.1(j). Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act. Board of Directors means the board of directors of the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1. Closing Date means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount and (ii) the Companys obligations to deliver the Securities, in each case, have been satisfied or waived. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Company Counsel means Reed Smith LLP, with offices located at 101 Second Street, Suite 1800, San Francisco, California 94105. Disclosure Schedules shall have the meaning ascribed to such term in Section 3.1. Effective Date means the earliest of the date that (a) the initial Registration Statement has been declared effective by the Commission, (b) all of the Shares and Warrant Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions, (c) following the one-year anniversary of the Closing Date provided that a holder of Shares or Warrant Shares is not an Affiliate of the Company, or (d) all of the Shares and Warrant Shares may be sold pursuant to an exemption from registration under Section 4(a)(1) of the Securities Act without volume or manner-of-sale restrictions and Company Counsel has delivered to such holders a standing written unqualified opinion that resales may then be made by such holders of the Shares and Warrant Shares pursuant to such exemption which opinion shall be in form and substance reasonably acceptable to such holders. Evaluation Date shall have the meaning ascribed to such term in Section 3.1(s). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this "Agreement") is made and entered into as of September [__], 2016, by and among MRI Interventions, Inc., a Delaware corporation (the "Company"), and the several purchasers signatory hereto (each, a "Purchaser," and collectively, the "Purchasers").

Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings: "Advice" has the meaning set forth in Section 6(c). "Allowable Suspension Period" has the meaning set forth in Section 6(c). "Agreement" has the meaning set forth in the Preamble. "Business Day" means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business. "Commission" means the Securities and Exchange Commission. "Common Stock" means the common stock of the Company, par value $0.01 per share, and any securities into which such common stock may hereinafter be reclassified. "Company" has the meaning set forth in the Preamble. "Effective Date" means the date that the Registration Statement filed pursuant to Section 2(a) is first declared effective by the Commission. "Effectiveness Deadline" means, with respect to the Initial Registration Statement or the New Registration Statement, the seventy-fifth (75th) calendar day following the Closing Date (or, in the event the Commission reviews and has written comments to the Initial Registration Statement or the New Registration Statement, the one hundred twentieth (120th) calendar day following the Closing Date); provided, however, that if the Company is notified by the Commission that the Initial Registration Statement or the New Registration Statement will not be reviewed or is no longer subject to further review and comments, the Effectiveness Deadline as to such Registration Statement shall be the fifth (5th) Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise required above; provided, further, that if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business. Without limiting the foregoing, the Company agrees to use its reasonable efforts to make effective the Initial Registration Statement or the New Registration Statement as soon as reasonably practicable following the Closing Date. "Effectiveness Period" has the meaning set forth in Section 2(b). "Event" has the meaning set forth in Section 2(c). "Event Date" has the meaning set forth in Section 2(c). "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "Filing Deadline" means, with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a), the thirtieth (30th) calendar day following the Closing Date; provided, however, that if the Filing Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Filing Deadline shall be extended to the next Business Day on which the Commission is open for business. "FINRA" has meaning set forth in Section 3(i). "Holder" or "Holders" means the holder or holders, as the case may be, from time to time of Registrable Securities. "Indemnified Party" has the meaning set forth in Section 5(c). "Indemnifying Party" has the meaning set forth in Section 5(c). "Initial Registration Statement" has the meaning set forth in Section 2(a). "Losses" has the meaning set forth in Section 5(a). "New Registration Statement" has the meaning set forth in Section 2(a). "Prospectus" means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), 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 a Registration Statement, and all other amendments and supplements to such prospectus, including post effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus. "Purchase Agreement" has the meaning set forth in the Recitals. "Purchaser" or "Purchasers" has the meaning set forth in the Preamble. "Registrable Securities" means all of (i) the Shares, (ii) the Warrant Shares and (iii) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, that the Holder has completed and delivered to the Company a Selling Stockholder Questionnaire; and, provided further, that with respect to a particular Holder, such Holder's Shares and Warrant Shares shall cease to be Registrable Securities upon the earliest to occur of the following: (A) a sale pursuant to a Registration Statement or Rule 144 under the Securities Act (in which case, only such Shares or Warra

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this "Agreement") is made and entered into as of September [__], 2016, by and among MRI Interventions, Inc., a Delaware corporation (the "Company"), and the several purchasers signatory hereto (each, a "Purchaser," and collectively, the "Purchasers").

Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings: "Advice" has the meaning set forth in Section 6(c). "Allowable Suspension Period" has the meaning set forth in Section 6(c). "Agreement" has the meaning set forth in the Preamble. "Business Day" means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business. "Commission" means the Securities and Exchange Commission. "Common Stock" means the common stock of the Company, par value $0.01 per share, and any securities into which such common stock may hereinafter be reclassified. "Company" has the meaning set forth in the Preamble. "Effective Date" means the date that the Registration Statement filed pursuant to Section 2(a) is first declared effective by the Commission. "Effectiveness Deadline" means, with respect to the Initial Registration Statement or the New Registration Statement, the seventy-fifth (75th) calendar day following the Closing Date (or, in the event the Commission reviews and has written comments to the Initial Registration Statement or the New Registration Statement, the one hundred twentieth (120th) calendar day following the Closing Date); provided, however, that if the Company is notified by the Commission that the Initial Registration Statement or the New Registration Statement will not be reviewed or is no longer subject to further review and comments, the Effectiveness Deadline as to such Registration Statement shall be the fifth (5th) Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise required above; provided, further, that if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business. Without limiting the foregoing, the Company agrees to use its reasonable efforts to make effective the Initial Registration Statement or the New Registration Statement as soon as reasonably practicable following the Closing Date. "Effectiveness Period" has the meaning set forth in Section 2(b). "Event" has the meaning set forth in Section 2(c). "Event Date" has the meaning set forth in Section 2(c). "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "Filing Deadline" means, with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a), the thirtieth (30th) calendar day following the Closing Date; provided, however, that if the Filing Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Filing Deadline shall be extended to the next Business Day on which the Commission is open for business. "FINRA" has meaning set forth in Section 3(i). "Holder" or "Holders" means the holder or holders, as the case may be, from time to time of Registrable Securities. "Indemnified Party" has the meaning set forth in Section 5(c). "Indemnifying Party" has the meaning set forth in Section 5(c). "Initial Registration Statement" has the meaning set forth in Section 2(a). "Losses" has the meaning set forth in Section 5(a). "New Registration Statement" has the meaning set forth in Section 2(a). "Prospectus" means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), 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 a Registration Statement, and all other amendments and supplements to such prospectus, including post effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus. "Purchase Agreement" has the meaning set forth in the Recitals. "Purchaser" or "Purchasers" has the meaning set forth in the Preamble. "Registrable Securities" means all of (i) the Shares, (ii) the Warrant Shares and (iii) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, that the Holder has completed and delivered to the Company a Selling Stockholder Questionnaire; and, provided further, that with respect to a particular Holder, such Holder's Shares and Warrant Shares shall cease to be Registrable Securities upon the earliest to occur of the following: (A) a sale pursuant to a Registration Statement or Rule 144 under the Securities Act (in which case, only such Shares or Warra

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this "Agreement") is made and entered into as of September [__], 2016, by and among MRI Interventions, Inc., a Delaware corporation (the "Company"), and the several purchasers signatory hereto (each, a "Purchaser," and collectively, the "Purchasers").

Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings: "Advice" has the meaning set forth in Section 6(c). "Allowable Suspension Period" has the meaning set forth in Section 6(c). "Agreement" has the meaning set forth in the Preamble. "Business Day" means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business. "Commission" means the Securities and Exchange Commission. "Common Stock" means the common stock of the Company, par value $0.01 per share, and any securities into which such common stock may hereinafter be reclassified. "Company" has the meaning set forth in the Preamble. "Effective Date" means the date that the Registration Statement filed pursuant to Section 2(a) is first declared effective by the Commission. "Effectiveness Deadline" means, with respect to the Initial Registration Statement or the New Registration Statement, the seventy-fifth (75th) calendar day following the Closing Date (or, in the event the Commission reviews and has written comments to the Initial Registration Statement or the New Registration Statement, the one hundred twentieth (120th) calendar day following the Closing Date); provided, however, that if the Company is notified by the Commission that the Initial Registration Statement or the New Registration Statement will not be reviewed or is no longer subject to further review and comments, the Effectiveness Deadline as to such Registration Statement shall be the fifth (5th) Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise required above; provided, further, that if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business. Without limiting the foregoing, the Company agrees to use its reasonable efforts to make effective the Initial Registration Statement or the New Registration Statement as soon as reasonably practicable following the Closing Date. "Effectiveness Period" has the meaning set forth in Section 2(b). "Event" has the meaning set forth in Section 2(c). "Event Date" has the meaning set forth in Section 2(c). "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "Filing Deadline" means, with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a), the thirtieth (30th) calendar day following the Closing Date; provided, however, that if the Filing Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Filing Deadline shall be extended to the next Business Day on which the Commission is open for business. "FINRA" has meaning set forth in Section 3(i). "Holder" or "Holders" means the holder or holders, as the case may be, from time to time of Registrable Securities. "Indemnified Party" has the meaning set forth in Section 5(c). "Indemnifying Party" has the meaning set forth in Section 5(c). "Initial Registration Statement" has the meaning set forth in Section 2(a). "Losses" has the meaning set forth in Section 5(a). "New Registration Statement" has the meaning set forth in Section 2(a). "Prospectus" means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), 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 a Registration Statement, and all other amendments and supplements to such prospectus, including post effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus. "Purchase Agreement" has the meaning set forth in the Recitals. "Purchaser" or "Purchasers" has the meaning set forth in the Preamble. "Registrable Securities" means all of (i) the Shares, (ii) the Warrant Shares and (iii) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, that the Holder has completed and delivered to the Company a Selling Stockholder Questionnaire; and, provided further, that with respect to a particular Holder, such Holder's Shares and Warrant Shares shall cease to be Registrable Securities upon the earliest to occur of the following: (A) a sale pursuant to a Registration Statement or Rule 144 under the Securities Act (in which case, only such Shares or Warra

Definitions

Definitions. For the purposes hereof, the following terms shall have the following meanings: 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. Alternate Consideration shall have the meaning set forth in Section 7(e). Beneficial Ownership Limitation shall have the meaning set forth in Section 6(d). Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Buy-In shall have the meaning set forth in Section 6(c)(iv). Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1 of the Purchase Agreement. Closing Date means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto and all conditions precedent to (i) each Holders obligations to pay the Subscription Amount and (ii) the Corporations obligations to deliver the Securities have been satisfied or waived. Commission means the United States Securities and Exchange Commission. Common Stock means the Corporations common stock, par value $0.001 per share, and stock of any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Corporation or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Conversion Amount means the sum of the Stated Value at issue. Conversion Date shall have the meaning set forth in Section 6(a). Conversion Price shall have the meaning set forth in Section 6(b). Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof. Escrow Agent means Signature Bank, a New York State chartered bank and having an office at 261 Madison Avenue, New York, New York 10016. Escrow Agreement means the escrow agreement entered into on or prior to the date of the Purchase Agreement, by and among the Corporation and the Escrow Agent pursuant to which the Holder shall deposit Subscription Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Fundamental Transaction shall have the meaning set forth in Section 7(e). GAAP means United States generally accepted accounting principles. Holder shall have the meaning given such term in Section 1. Liquidation shall have the meaning set forth in Section 5. New York Courts shall have the meaning set forth in Section 8(d). Notice of Conversion shall have the meaning set forth in Section 6(a). Original Issue Date means the date of the first issuance of any shares of the Preferred Stock regardless of the number of transfers of any particular shares of Preferred Stock and regardless of the number of certificates which may be issued to evidence such Preferred Stock. 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. Preferred Stock shall have the meaning set forth in Section 1. Purchase Agreement means the Securities Purchase Agreement, dated as of the Original Issue Date, among the Corporation and the other parties thereto including the original Holders, as amended, modified or supplemented from time to time in accordance with its terms. Securities means the Shares, the Preferred Stock, the Warrants, the Warrant Shares and the Underlying Shares. Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Shares means the shares of Common Stock issued or issuable to each purchaser party to the Purchase Agreement on the Closing Date. Share Delivery Date shall have the meaning set forth in Section 6(c). Stated Value shall have the meaning set forth in Section 1. Subscription Amount shall mean, as to each Holder, the aggregate amount to be paid for the Preferred Stock purchased pursuant to the Purchase Agreement as specified below such Holders name on the signature page of the Purchase Agreement and next to the heading Subscription Amount in United States dollars and in immediately available funds. Subsidiary means any subsidiary of the Corporation as set forth on Schedule 3.1(a) of the P

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement") is dated as of May 26, 2016, between Reeds, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1: "Acquiring Person" shall have the meaning ascribed to such term in Section 4.5. "Action" shall have the meaning ascribed to such term in Section 3.1(j). "Affiliate" means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act. "Board of Directors" means the board of directors of the Company. "Business Day" means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. "Closing" means the closing of the purchase and sale of the Securities pursuant to Section 2.1. "Closing Date" means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers' obligations to pay the Subscription Amount and (ii) the Company's obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the third Trading Day following the date hereof. "Commission" means the United States Securities and Exchange Commission. "Common Stock" means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. "Common Stock Equivalents" means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. "Company Counsel" means Libertas Law Group Inc., with offices located at 225 Santa Monica Blvd., 5th Floor, Santa Monica, California 90401. "Disclosure Schedules" shall have the meaning ascribed to such term in Section 3.1. "Effective Date" means the earliest of the date that (a) the Resale Registration Statement has been declared effective by the Commission, (b) all of the Shares and Warrant Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions, (c) following the one year anniversary of the Closing Date provided that a holder of Shares and Warrant Shares is not an Affiliate of the Company, or (d) all of the Shares and Warrant Shares may be sold pursuant to an exemption from registration under Section 4 of the Securities Act without volume or manner-of-sale restrictions and Company Counsel has delivered to such holders a standing written unqualified opinion that resales may then be made by such holders of the Shares and Warrant Shares pursuant to such exemption which opinion shall be in form and substance reasonably acceptable to such holders. "EGS" means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302. "Escrow Agent" means Continental Stock Transfer & Trust Company, with offices at 17 Battery Place, 8th Floor. New York, New York. "Escrow Agreement" means the escrow agreement dated May 16, 2016, by and among the Company, the Escrow Agent and the Placement Agent pursuant to which the Purchasers shall deposit Subscription Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder. "Evaluation Date" shall have the meaning ascribed to such term in Section 3.1(s). "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "Exempt Issuance" means the issuance of (a) shares of Common Stock (or equivalent equity securities of a Subsidiary) or options to employees, officers or directors of the Company or any Subsidiary pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, (c) securities issued to a

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement") is dated as of May 12, 2016, between OpGen, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and, collectively, the "Purchasers").

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1: "Acquiring Person" shall have the meaning ascribed to such term in Section 4.5. "Action" shall have the meaning ascribed to such term in Section 3.1(j). "Additional Filing Date" means the later of (i) the date sixty (60) days after the date substantially all of the Registrable Securities registered under the immediately preceding Registration Statement are sold and (ii) the date six (6) months from the effective date of the immediately preceding Registration Statement, or, if such date is not a Business Day, the next date that is a Business Day. "Additional Registration Statement" has the meaning set forth in Section 5.1(a). "Additional Required Effectiveness Date" means the date which is the earliest of (i) if the Registration Statement does not become subject to review by the Commission, (a) sixty (60) days after the Additional Filing Date or (b) five (5) Trading Days after the Company receives notification from the Commission that the Additional Registration Statement will not become subject to review and the Company fails to request to accelerate the effectiveness of the Registration Statement, or (ii) if the Additional Registration Statement becomes subject to review by the Commission, ninety (90) days after the Additional Filing Date, or, if such date is not a Business Day, the next date that is a Business Day. "Advisors" means Cowen and Company, LLC as lead placement agent, Leerink Partners LLC as financial advisor and Maxim Group LLC as co-placement agent. "Affiliate" means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act. "Approved Stock Plan" means any employee benefit plan which has been approved by the Board of Directors, pursuant to which the Company's securities may be issued to any employee, officer or director for services provided to the Company. "Board of Directors" means the board of directors of the Company. "Business Day" means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. "CLIA" means the Clinical Laboratories Improvement Act of 1967, as amended. "Closing" means the Primary Closing or the Secondary Closing, as applicable. "Closing Bid Price" and "Closing Sale Price" means, for any security as of any date, the consolidated closing bid price and lowest closing trade price, respectively, for such security on the Trading Market, as reported by Bloomberg, or, if the Trading Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price, as the case may be, then the last bid price or the last trade price, respectively, of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if the Trading Market is not the principal securities exchange or trading market for such security, the consolidated closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the consolidated closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the "pink sheets" by Pink Sheets LLC or its successors (formerly the National Quotation Bureau, Inc.). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as mutually determined by the Company and the holder of the security. If the Company and the holder of the security are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 6.9. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period. "Closing Date" means the Primary Closing Date or the Secondary Closing Date, as applicable. "Closing Statement" means, for each Closing Date, the Closing Statement in the form on Annex A attached hereto. "Common Stock" means the common stock of the Company, par value $0.01 per s

Definitions

Definitions. For the purposes hereof, the following terms shall have the following meanings: "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. "Alternate Consideration" shall have the meaning set forth in Section 7(e). "Beneficial Ownership Limitation" shall have the meaning set forth in Section 6(d). "Business Day" means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. "Buy-In" shall have the meaning set forth in Section 6(c)(iv). "Closing" means the closing of the purchase and sale of the Securities pursuant to Section 2.1 of the Purchase Agreement. "Closing Date" means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto and all conditions precedent to (i) each Holder's obligations to pay the Subscription Amount and (ii) the Corporation's obligations to deliver the Securities have been satisfied or waived. "Commission" means the United States Securities and Exchange Commission. "Common Stock" means the Corporation's common stock, par value $0.001 per share, and stock of any other class of securities into which such securities may hereafter be reclassified or changed. "Common Stock Equivalents" means any securities of the Corporation or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. "Conversion Amount" means the sum of the Stated Value at issue. "Conversion Date" shall have the meaning set forth in Section 6(a). "Conversion Price" shall have the meaning set forth in Section 6(b). "Conversion Shares" means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof. "Escrow Agent" means Signature Bank, a New York State chartered bank and having an office at 261 Madison Avenue, New York, New York 10016. "Escrow Agreement" means the escrow agreement which may be entered into prior to the Original Issue Date, by and among the Corporation and the Escrow Agent pursuant to which the Holder shall deposit Subscription Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "Fundamental Transaction" shall have the meaning set forth in Section 7(e). "GAAP" means United States generally accepted accounting principles. "Holder" shall have the meaning given such term in Section 2. Junior Securities" means the Common Stock and all other Common Stock Equivalents of the Corporation other than those securities which are explicitly senior or pari passu to the Preferred Stock in dividend rights or liquidation preference. "Liquidation" shall have the meaning set forth in Section 5. "New York Courts" shall have the meaning set forth in Section 8(d). "Notice of Conversion" shall have the meaning set forth in Section 6(a). "Original Issue Date" means the date of the first issuance of any shares of the Preferred Stock regardless of the number of transfers of any particular shares of Preferred Stock and regardless of the number of certificates which may be issued to evidence such Preferred Stock. "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. "Preferred Stock" shall have the meaning set forth in Section 2. "Purchase Agreement" means the Securities Purchase Agreement, dated as of the Original Issue Date, among the Corporation and the original Holders, as amended, modified or supplemented from time to time in accordance with its terms. "Securities" means the Shares, the Preferred Stock, the Warrants, the Warrant Shares and the Underlying Shares. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. "Share Delivery Date" shall have the meaning set forth in Section 6(c). "Shares" means the shares of Common Stock issued or issuable to each purchaser party to the Purchase Agreement on the Closing Date. "Stated Value" shall have the meaning set forth in Section 2. "Subscription Amount" shall mean, as to each Holder, the aggregate amount to be paid for the Preferred Stock purchased pursuant to the Purchase Agreement as specified