(g) Common Stock means the issued and outstanding common stock of
the Company, par value $0.001 per share;
(h) Exchange Act means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder;
(i) Extraordinary Transaction means any tender offer,
exchange offer, merger, consolidation, acquisition, joint venture, business combination, sale, financing, recapitalization, reorganization, restructuring, disposition, distribution or other transaction with a Third Party (each, a
Transaction) that, in each case, would result in (A) an issuance of any Voting Securities requiring the approval of the Companys stockholders in connection with a Transaction, (B) a Change of Control of the Company
or (C) liquidation, dissolution or other extraordinary transaction involving a majority of its equity securities or a majority of its assets;
(j) SEC means the U.S. Securities and Exchange Commission;
(k) Short Interests means any agreement, arrangement, understanding or relationship, including, without limitation,
any repurchase or similar so-called stock borrowing agreement or arrangement, engaged in, directly or indirectly, by such person, the purpose or effect of which is to mitigate loss to, reduce the
economic risk (of ownership or otherwise) of shares of any class or series of the Companys equity securities by, manage the risk of share price changes for, or increase or decrease the voting power of, such person with respect to the shares of
any class or series of the Companys equity securities, or that provides, directly or indirectly, the opportunity to profit from any decrease in the price or value of the shares of any class or series of the Companys equity securities;
(l) Stockholder Meeting means each annual or special meeting of stockholders of the Company, or any action by
written consent of the Companys stockholders in lieu thereof, and any adjournment, postponement, rescheduling, continuation or meeting held in lieu thereof, regardless of whether such meeting is held at a physical location or virtually by
means of remote communications;
(m) Synthetic Equity Interests means any derivative, swap or other transaction
or series of transactions engaged in, directly or indirectly, by such person, the purpose or effect of which is to give such person economic risk similar to ownership of equity securities of any class or series of the Company, including, without
limitation, due to the value of such derivative, swap or other transactions being determined by reference to the price, value or volatility of any shares of any class or series of the Companys equity securities, or which derivative, swap or
other transactions provide the opportunity to profit from any increase in the price or value of shares of any class or series of the Companys equity securities, without regard to whether (i) the derivative, swap or other transactions
convey any voting rights in such equity securities to such person; (ii) the derivative, swap or other transactions are required to be, or are capable of being, settled through delivery of such equity securities; or (iii) such person may
have entered into other transactions that hedge or mitigate the economic effect of such derivative, swap or other transactions;
(n) Third Party refers to any person that is not a Party, a director of the Board, an officer of the Company, or an
Affiliate to any Party; and
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