Definitions

Definitions. As used in this Note, the following capitalized terms have the following respective meanings: "Asset Disposition" means any sale, lease, license, transfer or other disposition of any property, including, without limitation any inventory of Maker, other than property disposed of in the ordinary course or as otherwise expressly permitted in this Note. "Bankruptcy Code" means the United States Bankruptcy Code of 1978, as amended from time to time, or any successor federal statute. "Business Day"... means a day (other than a Saturday or Sunday) on which banks generally are open in New York, New York for the conduct of substantially all of their activities. "Casualty Event" means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of Maker. "Change of Control" means (a) Volunteer Capital Group, LLC, a Tennessee limited liability company fails to own at least 50.1% of the issued and outstanding voting and economic Equity Interests of Maker, (b) Matt Smith and/or Blake Hauk fail to own at least 50.1% of the issued and outstanding voting and economic Equity Interests of Volunteer Capital Group, LLC, a Tennessee limited liability company, (c) the consummation of a transaction or a series of related transactions, in which a "person" or "group" within the meaning of Section 13(d) of the Exchange Act other than the holders of Equity Interests of Maker as of the date hereof has become the "beneficial owner," as defined in Rule 13d-3 under the Exchange Act, of Maker's Equity Interests representing more than 50% of the total voting power of all shares of Equity Interests of Maker then outstanding and constituting voting shares of Equity Interests, or (d) the consummation of (i) any consolidation or merger of Maker pursuant to which Maker's Equity Interests will be converted into the right to obtain cash, securities of a Person other than Maker, or other property or (ii) any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of Maker to any other Person; provided, however, that a transaction described in clause (i) or (ii) in which the holders of Maker's Equity Interests immediately prior to such transaction own or hold, directly or indirectly, more than 50% of the voting power of all shares of Equity Interests of the continuing or surviving corporation or the transferee, or the parent thereof, outstanding immediately after such transaction and constituting voting shares of Equity Interests shall not constitute a Change of Control. 7 "EBITDA" shall mean, on a consolidated basis for Maker, for a specified period, the sum of (a) net income (or loss) for such period (excluding extraordinary, unusual or nonrecurring gains and losses), plus (b) all interest expense for such period, plus (c) all charges against income for such period for federal, state and local taxes, plus (d) depreciation expenses for such period, plus (e) amortization expenses for such period. "Equity Interests" means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, partnership or membership interests, limited liability company interests, or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person, whether voting or non-voting. "Excess Cash Flow" means, for any fiscal year, on a consolidated basis for Maker, EBITDA, minus each of the following, to the extent actually paid in cash during such fiscal year, capital expenditures, taxes, dividends and distributions, interest, fees and principal payments and prepayments on this Note and other debt for borrowed money (including capitalized leases). "Governmental Authority" means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government. "Law" as to any Person, means any law (including common law), statute, ordinance, treaty, rule, regulation, policy or requirement of any Governmental Authority and authoritative interpretations thereon, whether now or hereafter in effect, in each case, applicable to or binding on such Person or any of its properties or to which such Person or any of its properties is subject. "Obligations" means the obligations of Maker with respect to the due and prompt payment of (i) the principal of and interest on this Note (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), when and as due, whether at maturity, by acceleration, or otherwise, and (ii) all other monetary obligations, including fees, costs, attorneys' fees and disbursements (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceedings) payable pursuant to this Note or any of the other Related Documents. "Order" as to any Person, means any order, decree, judgment, writ, injunction, settlement agreement, requirement or determination of an arbitrator or a court or other Governmental Authority, in each case, applicable to or binding on such Person or any of its properties or to which such Person or any of its properties is subject. "Person" means an individual, a partnership, a corporation, an association, a limited liability company, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof. "Restricted Payment" means the declaration or payment by Maker of any dividend or other distribution on account of, or the repurchase, redemption or other acquisition for value of, any Equity Interests of Maker, now or hereafter outstanding. "Senior Lender" means Hale Partnership Fund, L.P., a Delaware limited partnership, acting in its capacity as agent for certain lenders. 8 "Senior Loan Documents" means the Loan Agreement (as defined in the Subordination Agreement) executed by Maker in favor of the Senior Lender on or about the date hereof, and all other "Loan Documents" (as defined in such Loan Agreement) executed in connection therewith. "Subordination Agreement" has the meaning set forth in the legends on the first page of this Note. View More

Definitions. All capitalized terms used in this Subordination Agreement without definition shall have the meanings ascribed to such terms in the Senior Note. In addition to the defined terms set forth above or in the Senior Note or as otherwise provided for herein: (A) each of Junior Creditor and the Senior Lenders is sometimes referred to as a "Lender" and collectively the "Lenders"; (B) each of Junior Creditor and the Fund is sometimes referred to as a "Party" and collectively the "Parties"; (C)... "Obligations" means the present and future liabilities of Debtor to each Lender, including, without limitation, all principal, interest, fees and expenses, whether incurred or accruing prior to or after a bankruptcy or similar insolvency proceeding of Debtor; (D) "Security Agreement" means and collectively refers to the Junior Note, Senior Note, Related Document (as defined in each of the Junior Note and Senior Note) or any loan and security agreement, security agreement, notes, instruments and all other documents executed or delivered by Debtor granting a security interest or lien in favor of Junior Creditor and Fund and any amendments, restatements, modifications or supplements thereto; (E) "Enforcement Action" means taking any action, judicial or otherwise, to collect payment on any Obligations or pursuing any other remedy with respect to the Obligations, including commencing or joining with any other junior creditor in commencing any proceeding under any bankruptcy or similar insolvency proceeding, further including, without limitation, enforcement of or foreclosure of any lien on any Collateral; (F) "Senior Indebtedness" means and include all present and future principal of and interest (including, without limitation, any post-petition interest) on all Obligations owing to the Senior Lenders evidenced by or arising under or related to the Senior Note, accruing whether or not granted or permitted in any bankruptcy or similar insolvency proceeding, and all fees, costs and expenses, including attorneys' fees, on all Obligations of Debtor to the Senior Lenders evidenced by or arising under or related to the Senior Note, whether direct or indirect, absolute or contingent, joint, several or independent, now or hereafter existing, due or to become due to, or held or to be held by the Senior Lenders, whether created directly or acquired by assignment or otherwise; (G) "Junior Indebtedness" means and includes the principal of and interest on the Junior Note and all other present and future principal of and interest and all fees, costs and expenses, including attorneys' fees, on all Obligations of Debtor to Junior Creditor evidenced by or arising under or related to the Junior Note or any of the other Purchase Documents, whether direct or indirect, absolute or contingent, joint, several or independent, now or hereafter existing, due or to become due, or held or to be held by Junior Creditor whether created directly or acquired by assignment or otherwise; and (H) "Collateral" means all of the assets and properties of Debtor in which Junior Creditor or Fund has or claims a security interest or lien pursuant to any Security Agreement with Debtor. View More

Definitions. Unless otherwise defined herein, terms defined in the Agreement are used herein as therein defined.

Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Note, (a) capitalized terms not otherwise defined herein shall have the meanings set forth in the Exchange Agreement (as defined below) and (b) the following terms shall have the following meanings:

Definitions. In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the following meanings: (a) "Abuses" has the meaning set out in Section 10(a). (b) "affiliate" has the meaning given to it in the Canada Business Corporations Act, as such term may be amended from time to time. (c) "Agreement" means this Software License and Services Agreement and the following schedules, which are incorporated herein (and any amendments... hereto and thereto in accordance with the terms of this Agreement): (i) Schedule A – Platform (ii) Schedule B – Branding Services (iii) Schedule C – KYC Integration Services (iv) Schedule D – Payment Integration Services (v) Schedule E – Cold Storage Wallet Integration Services (vi) Schedule F - Hosting and Operation Services (vii) Schedule G – Flow of Funds (viii) Schedule H – Fees (d) "Anti-Money Laundering Laws" has the meaning set out in Section 2(e). (e) "Applicable Law" means any statute, law, ordinance, rule, regulation, by-law, order, consent, exemption, approval, or licence of any Governmental Authority. (f) "At-Risk Amount" has the meaning set out in Schedule G. (g) "Authorized Personnel" means the officers, directors and employees of Licensee, and the contractors of Licensee approved by Coinsquare, such approval not to be unreasonably withheld, conditioned or delayed. (h) "Branding and Integration Requirements" has the meaning set out in Section 4(a). (i) "Business Day" means any day other than a Saturday, Sunday, or a statutory holiday observed in the Province of Ontario, Canada or New York, New York, USA. (j) "Change" means any addition, upgrade, update, reduction, deletion, modification, improvement, amendment or adjustment to the Services, excluding Maintenance Releases. (k) "Change Request" has the meaning set out in Section 2(b). (l) "Coin" means a unit of a particular cryptocurrency that is purchased, sold or traded by End Users using the Coinsquare Software. Each Coin is represented by the private and public encryption keys required to transact such Coin on the applicable blockchain. Licensee shall not permit any End User from executing a transaction in a Coin that would be a Security. (m) "Coinsquare" has the meaning set out in the preamble. (n) "Coinsquare API Software" means a version of the back-end (i.e. engine/processing) of the Platform with application programming interfaces (APIs) to allow a licensee to integrate a front-end (i.e. user interface) software with the back-end of the Platform, together with, if applicable, mid-tier software that works with the licensee's front-end software or other software that works with such front-end software and communicates with the back-end software (but excluding the front-end software itself), and including all Maintenance Releases and other revisions, enhancements, upgrades, modifications, corrections, fixes and updates furnished by or on behalf of Coinsquare from time to time. (o) "CoinsquareIntellectual Property" means any and all intellectual property now or hereafter owned by Coinsquare or its licensors, including the Coinsquare Software and Services or anything related thereto, and any and all modifications, upgrades, enhancements or amendments developed at any time, including data that is not Licensee Data, all technical information, technical data, inventions, products, designs, methods, know-how, processes, copyrights, patents, trade secrets, Coinsquare Trade-Marks, software, source code, modifications, updates and enhancements thereof, models, patterns, drawings, specifications, prototypes, discoveries, techniques, systems, works of authorship, ideas and concepts, and any related Intellectual Property Rights throughout the world (whether owned by Coinsquare, or licensed to Coinsquare from a third party). (p) "Coinsquare Software" means a version of the Platform prepared for Licensee in accordance with Schedules B through E, and including all Maintenance Releases and other revisions, enhancements, improvements, corrections, fixes, updates, upgrades or other modifications thereto furnished by or on behalf of Coinsquare from time to time. (q) "Coinsquare Trade-marks" has the meaning set out in Section 13(a). (r) "Confidential Information" means any and all information relating to or disclosed in the course of this Agreement by or on behalf of a party (the "Disclosing Party") to the other Party (the "Receiving Party"), relating to the business of the Disclosing Party, including information relating to the Disclosing Party's technology, finances, customers, suppliers, processes, procedures, research, developments, plans and marketing, or which otherwise is or should be reasonably understood to be confidential or proprietary to the Disclosing Party, including Personal Information and, in the case of Coinsquare, the source code of and other trade secrets relating to the Coinsquare Software. Confidential Information, other than Personal Information, does not include any information that the Receiving Party can demonstrate: (i) was publicly available at the time of disclosure to it; (ii) was published or otherwise became publicly available after disclosure to the Receiving Party, through no fault of its own; (iii) was in the possession of the Receiving Party at the time of disclosure to it from a third party who had a lawful right to such information and disclosed such information to it, without a breach of duty owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without reference to Confidential Information of the Disclosing Party, as proven by dated written records. (s) "Deficiency Notice" has the meaning set out in Section 4(c). (t) "Disclosing Party" has the meaning set out in Section 1(r). (u) "Documentation" means Coinsquare Software end user documentation, including applicable training materials, instructions, guidelines, and other applicable materials, to assist end users with the use of the Coinsquare Software that Coinsquare makes externally available generally, which shall be deemed incorporated in any reference to the Coinsquare Software unless otherwise indicated. (v) "Effective Date" has the meaning set out in the preamble. (w) "End User" means an end user who accesses the Coinsquare Software online and uses the Coinsquare Software, as hosted and operated by Coinsquare, for the purposes of buying, selling or trading cryptocurrencies, including customers and potential customers of Licensee. (x) "End User Account" means the information stored by the Coinsquare Software to track the amount of fiat currency and cryptocurrencies associated with an End User. (y) "EULA" has the meaning set out in Section 6(c). (z) "Fees" has the meaning set out in Section 7(b). (aa) "Float" has the meaning set out in Schedule G. (bb) "Fully-Loaded Costs" has the meaning set out in Section 7(b). (cc) "Governmental Authority" means any court, government, governmental authority, tribunal, agency or commission, regulator, quasi-governmental or private body exercising regulatory authority, or similar authority, including any securities regulator, banking regulator or stock exchange, having jurisdiction over Licensee or Coinsquare. (dd) "Initial Term" has the meaning set out in Section 8. (ee) "Intellectual Property Rights" means: (1) any and all rights provided under patent law, copyright law (including registered and unregistered copyrights and unpublished works of authorship, and moral rights), trade-mark law, design patent or industrial design law, semi-conductor chip or mask work law, or any other statutory provision or common law principle applicable to the protection of intangible information or rights, including trade secret law, which may provide a right in either ideas, formulae, algorithms, concepts, inventions or know-how generally, or the expression or use of such ideas, formulae, algorithms, concepts, inventions or know-how; and (2) any and all applications, registrations, licenses, sub-licenses, continuation, reissues, extensions, franchises, agreements or any other evidence of a right in any of the foregoing. As contemplated in this Agreement, Intellectual Property Rights may be held by Coinsquare, Licensee or by third parties. (ff) "License" has the meaning set out in Section 3(a). (gg) "Licensee" has the meaning set out in the preamble. (hh) "Licensee Business" means operation of an online platform for purchasing, selling and trading cryptocurrencies that are not Securities. (ii) "Licensee Content" has the meaning set out in Section 13(d). (jj) "Licensee Data" means (i) the data and information inputted, uploaded, submitted or stored by Licensee and End Users in the Coinsquare Software, including information provided by End Users during the registration process, (ii) End User Accounts, and (iii) the information associated with any Coins purchased, sold or traded on behalf of End Users. For certainty, Licensee Data shall constitute Confidential Information of Licensee. (kk) "Licensee Dependencies" means (i) an approval, (ii) delivery of any service, information, or material, or (iii) any other act or omission, in each case which is reasonably required from Licensee or any of its affiliates, partners, contractors, or representatives in connection with the provision of the Services and as otherwise communicated by Coinsquare from time to time. (ll) "Licensee Intellectual Property" means any and all intellectual property and all Intellectual Property Rights therein, including any and all modifications, upgrades, enhancements or amendments developed at any time, including Licensee Data, all technical information, technical data, inventions, products, designs, methods, know-how, processes, copyrights, patents, trade-marks, trade secrets, software, source code, modifications, updates and enhancements thereof, models, patterns, drawings, specifications, prototypes, discoveries, techniques, systems, works of authorship, ideas and concepts, provided by or on behalf of Licensee and its licensees (other than Coinsquare) and any related Intellectual Property Rights throughout the world (whether owned by Licensee, or licensed to Licensee from a third party). (mm) "Licensee Trade-marks" has the meaning set out in Section 13(b). (nn) "Losses" means claims, suits, actions, or proceedings brought by a third party and resulting damages, costs, liabilities, losses, fines, penalties, and expenses (including reasonable legal fees). (oo) "Maintenance Release" has the meaning set out in Section 5(a). (pp) "Personal Information" means information that can be linked to an identifiable individual or such other information that is protected by Applicable Law relating to an individual's privacy rights. (qq) "Platform" has the meaning set out in Recital A. (rr) "Receiving Party" has the meaning set out in Section 1(r). (ss) "Reconciliation Period" has the meaning set out in Schedule G. (tt) "Regulatory Change" has the meaning set out in Section 2(c). (uu) "Renewal Year" has the meaning set out in Section 8. (vv) "Representatives" has the meaning set out in Section 15. (ww) "Security" or "Securities" means any instrument that is defined as a security under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act"), including but not limited to any digital asset that would constitute an investment contract under U.S. law. (xx) "Service Level Targets" refers to the targeted levels of performance of the Coinsquare Software to be provided to Licensee thirty (30) days prior to the implementation and operation of the Coinsquare Software in the Territory. (yy) "Services" has the meaning set out in Section 2(a). (zz) "Term" means the term of this Agreement as described in Section 8. (aaa) "Territory" means United States of America, excluding all territories and dependencies. (bbb) "Testing Period" has the meaning set out in Section 4(c). (ccc) "Trading Volume Minimums" means the minimum trading volumes generated from the operation of the Coinsquare Software per month to be agreed to by the parties, acting reasonably, no later than three (3) months following the date on which the Coinsquare Software and Platform are first initiated for use by End Users in the Territory. View More

Definitions. Unless otherwise defined herein, terms defined in the Amended Credit Agreement and used herein shall have the meanings given to them in the Amended Credit Agreement.

Definitions. Appendix A to the Master Purchase and Sale Agreement is hereby amended by: (a) adding the following definitions of "Approved Financed Ancillary Products", "Purchasing Guidelines & Parameters" and "Second Extension Amendment Effective Date" in the appropriate alphabetical order: "Approved Financed Ancillary Products" means, the products mutually agreed to by the Purchasers and the Transferor with respect to vehicle service contracts, global positioning systems, gap insurance or waiver, prepaid... maintenance, tire & wheel protection, paintless dent repair, and such other products as may be agreed to in writing by the Purchasers and Transferor from time to time. "Purchasing Guidelines & Parameters" are as agreed upon by the Parties to the Master Purchase and Sale Agreement. "Second Extension Amendment Effective Date" means November 2, 2018." (b) adding new paragraphs (xxxix), (xl) and (xli) to the Eligible Receivable definition, as set forth below: "xxxix. No Receivable with a related Cutoff Date on or after the Second Extension Amendment Effective Date and secured by a Financed Vehicle includes Approved Financed Ancillary Products with parameters in excess of the ancillary product Purchasing Guidelines & Parameters; xl. For Receivables with a related Cutoff Date on or after the Second Extension Amendment Effective Date, the Obligor has an ID Analytics Credit Optics 5.1 Auto score of not less than 450; xli. No Receivable arises under a Contract that has been executed and delivered (or electronically authenticated) by, and constitutes the legal, valid and binding obligation of, more than one Obligor." (c) amending the following definitions as set forth below by inserting each term thereof which is double underlined in the place where such term appears below and deleting the stricken text: "Commitment Amount" means the sum of (i) $1,500,000,000 $1,250,000,000 less 62.5% of the aggregate Outstanding Principal Balance of all retail installment sales contracts which would be Eligible Contracts under the definition thereof sold by the Seller during the Commitment Period to parties other than the Transferor plus (ii) the Outstanding Principal Balance of a Receivable that had been previously included in a Receivables Pool and was repurchased, remediated and resold to the Purchasers in a subsequent Receivables Pool. "Commitment Period" means the period from the Second Extension Amendment Effective Date to the earliest of (i) the Scheduled Commitment Termination Date, (ii) the occurrence of a Commitment Termination Event and (iii) the purchase by the Purchasers of Receivables Pools with a total Cutoff Date Aggregate Outstanding Principal Balance in an amount equal to the Commitment Amount. "Purchase Percentage" for an Origination Period, means, the percentage equal or greater than to (i) the aggregate Outstanding Principal Balance of all Receivables originated or acquired by the Seller to be sold to the Transferor on the related Closing Date pursuant to the Master Sale Agreement divided by (ii) the aggregate principal balance of all receivables originated or acquired by the Seller that meet the criteria described in the definition of "Eligible Receivable" during such Origination Period (which, for purposes of clause (ii) shall be reduced by the aggregate principal balance of receivables with respect to which the applicable obligor has exercised its right to return the related financed vehicle and terminate the related receivable). In the event that the Purchase Percentage is less than 100% in a Origination Period, the Commitment Amount shall be reduced by 62.5% of the amount that the Purchase Percentage has been reduced by with respect to the dollar value of the receivables that will not be sold to the Transferor for such Origination Period, provided, however, that in no event shall the Purchase Percentage be less than 51% 40% and, in the event the Seller or the Transferor shall fail to notify the Purchasers of the Purchase Percentage for any Origination Period, the Purchase Percentage from the prior Origination Period shall apply; provided, further, however, in addition, for each Origination Period the Purchase Percentage under the Master Sale Agreement and the Master Purchase and Sale Agreement must be equal or greater than the purchase percentage for the corresponding origination period in the Master Sale Agreement (Warehouse). "Scheduled Commitment Termination Date" means November 2, 2018 November 1, 2019." and (d) deleting the definition of "Master Sale Agreement (Warehouse)". View More

Definitions. Each of the definitions set forth on Exhibit A hereto are, solely for the purpose of Section 9 hereof, hereby incorporated herein by reference. Unless otherwise defined herein, terms which are defined in the Repurchase Agreement and used herein are intended to be used as such terms are so defined in the Repurchase Agreement.

Definitions. Terms used but not defined herein have the respective meanings given to such terms in the Credit Agreement and the Warehouse Collateral Management Agreement, as applicable.

Definitions. As used in this Agreement, the following term has the meaning set forth below: (a) "Applicable Time" means the date of this Agreement, each Representation Date, the date on which a Placement Notice is given, and any date on which Placement Shares are sold hereunder. (b) "Agent's Information" means, solely the following information in the Prospectus: the last sentence of the eighth paragraph and the tenth paragraph under the caption "Plan of Distribution" in the Prospectus.