Purchaser and Purchasers have the meanings set forth
in the preamble hereto.
Purchaser Adverse Effect has the meaning set forth in Section 4.3
hereof.
Registration Rights Agreement has the meaning set forth in Section 6.1(j) hereof.
Regulatory Agencies has the meaning set forth in Section 3.20 hereof.
Rule 144 shall mean Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.
SEC shall mean the United States Securities and Exchange Commission.
SEC Reports shall mean all forms, statements, certifications, reports and documents required to be filed or furnished by
the Company with the SEC under the Exchange Act or the Securities Act for the year preceding the date hereof.
Securities
Act has the meaning set forth in the recitals hereof.
Shares shall mean the shares of Common Stock issued or
issuable to the Purchasers pursuant to this Agreement.
Short Sales include, without limitation, (i) all
short sales as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales,
swaps, put equivalent positions (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and (ii) sales and other transactions through
non-U.S. broker dealers or non-U.S. regulated brokers (but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock).
Subscription Amount means, with respect to each Purchaser, the aggregate U.S. dollar amount to be paid for the Shares
purchased hereunder by such Purchaser set forth opposite such Purchasers name in Exhibit A.
Tax Returns
shall mean returns, reports, information statements and other documentation (including any additional or supporting material) filed or maintained, or required to be filed or maintained, in connection with the calculation, determination, assessment
or collection of any Tax and shall include any amended returns required as a result of examination adjustments made by the Internal Revenue Service or other Tax authority.
Tax or Taxes shall mean any and all federal, state, local, foreign and other taxes, levies, fees,
imposts, duties and charges of whatever kind (including any interest, penalties or additions to the tax imposed in connection therewith or with respect thereto), whether or not imposed on the Company, including, without limitation, taxes imposed on,
or measured by, income, franchise, profits or gross receipts, and also ad valorem, value added, sales, use, service, real or personal property, capital stock, license, payroll, withholding, employment, social security, workers compensation,
unemployment compensation, utility, severance, production, excise, stamp, occupation, premium, windfall profits, transfer and gains taxes and customs duties.
4