definiens: means any natural person, company, corporation, limited liability company, general partnership, limited partnership, trust, proprietorship, joint venture, association, business organization or Governmental Entity . means any data or information, in the Company ’s possession, custody or control, that constitutes or or similar term under governing Legal Requirements, including a natural Person ’s health - related or genetic information . means any and all Intellectual Property Rights and Technology owned or controlled by a Person . means that certain note in the original principal amount of $ 1,091,647 borrowed by the Company from Silicon Valley Bank under the Paycheck Protection Program under the CARES Act . means any Taxes of the Company relating or attributable to any Pre- Closing Tax Period ( without regard to whether such Taxes are due and payable as of the Closing Date ) and any Tax of a Person other than the Company for which the Company is liable under Treasury Regulations Section 1.1502 - 6 ( or any similar provision of any Legal Requirement ) by reason of its membership in a consolidated, combined, affiliated, unitary or similar group for Tax purposes prior to the Closing ; provided that, the term Pre - Closing Taxes will exclude ( 1 ) any Taxes resulting from any transactions at the direction of Acquiror occurring on the Closing Date after the Closing outside the ordinary course of business ( other than as contemplated by this Agreement or any related Contract ), ( 2 ) any Taxes to the extent included as a liability in the calculation of Closing Company Debt, Closing Cash, Unpaid Transaction Expenses and Closing Working Capital, each as finally determined pursuant to Section 1.9(b ), and ( 3 ) any Transfer Taxes to the extent to be borneby Acquiror under Section 6.5(h ) . means ( i ) any taxable period ending on or before the Closing Date and ( ii ) with respect to a Straddle Period, any portion thereof ending on and including the Closing Date . means, as to each Indemnifying Person who has properly submitted Exchange Documents and an Optionholder Release Agreement ( each, to the extent applicable ), the quotient obtained by dividing ( i ) the aggregate amount of Total Consideration Value which such Indemnifying Person is entitled to receive in respect of such Indemnifying Person ’s shares of Company Stock and Company Options pursuant to Section 1.8 by ( ii ) the aggregate amount of Total Consideration Value which all Indemnifying Persons who have properly submitted Exchange Documents and an Optionholder Release Agreement ( each, to the extent applicable ) are entitled to receive in respect of their shares of Company Stock and Company Options pursuant to Section 1.8 ( assuming for such purposes that the full Holdback Fund and the full Expense Fund Amount are, paid to the Indemnifying Persons, without interest ) . For purposes of the foregoing, the Acquiror Stock will be valued at the Acquiror Stock Price . means all real property Taxes, personal property Taxes and similar ad valorem Taxes . means, ( A ) as to each Accredited Investor, the quotient obtained by dividing ( i ) the aggregate number of Holdback Shares held back from the consideration otherwise payable to such Accredited Investor hereunder by ( ii ) the aggregate number of all Holdback Shares, as set forth on the Consideration Spreadsheet and ( B ) as to each Company Optionholder, the quotient obtained by dividing ( i ) the portion of the Holdback Cash held back from the consideration -14- US - DOCS\117747603 233678486 v12 otherwise payable to such Company Optionholder hereunder by ( ii ) the aggregate amount of the Holdback Cash . With respect to the Company Stockholders and Company Optionholders, the Proportionate Holdback Contribution shall also be determined based upon the relative contributions into the Holdback Fund by those two groups . For the avoidance of doubt, each Unaccredited Investor ’s Proportionate Holdback Contribution shall be equal to zero . means each of the individuals set forth on Schedule 1.1(c ) . means all Intellectual Property Rights, regardless of jurisdiction, that are registered, filed, or issued under the authority of any Governmental Entity, including all Patents, copyright registrations, trademark registrations, domain names and domain name registrations, and all applications for any of the foregoing . means the shares of Acquiror Stock issued in connection with the Closing pursuant to this Agreement as part of the Aggregate Share Consideration ; provided, however, that shares of Acquiror Stock shall cease to be Registrable Securities hereunder if and when ( i ) such Registrable Securities have been sold, transferred or otherwise disposed of pursuant to an effective registration statement registering such Registrable Securities ( or the resale thereof ) under the Securities Act, ( ii ) such Registrable Securities have been sold, transferred or otherwise disposed of pursuant to Rule 144 of the Securities Act ( ) or ( iii ) with respect to the Registrable Securities held by a particular Company Equityholder, such Company Equityholder has held such Registrable Securities for at least 6 months and holds a number of Registrable Securities less than the number of Acquiror Stock that can be sold by such Company Equityholder in a single 90 - day period pursuant to Rule 144 ( including Rule 144(e ) ) . means a director, officer, employee, Affiliate ( which for purposes of this definition shall include any stockholder of the Company that owns more than 5 % of the Company Common Stock ) or or members of any of their ( as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act ) of the Company . means a Person ’s Affiliates, officers, directors, employees, stockholders, agents, attorneys, accountants, advisors, lenders and other authorized representatives . means the affirmative vote to adopt this Agreement and approve the Mergers and the other transactions contemplated hereby of ( i ) the holders of at least sixty percent ( 60 % ) of the shares of Company Preferred Stock, voting together as a single class and ( ii ) the holders of at least a majority of the shares of Company Stock, voting together on an as converted to Company Common Stock basis . means the Securities Act of 1933, as amended . means any and all computer programs, operating systems, applications systems, firmware or software code of any nature, in any form, including source code and executable or object code, whether operational or under development, and any derivations, updates, enhancements and customizations of any of the foregoing, and any related processes, know - how, APIs, user interfaces, command structures, menus, buttons and icons, flow - charts, and related documentation, operating procedures, methods, tools, developers ’ kits, utilities, developers ’ notes, technical manuals, user manuals and other documentation thereof, including comments and annotations related thereto, whether in machine- readable form, programming language or any other language or symbols and whether stored, encoded, recorded or written on disk, tape, film, memory device, paper or other media of any nature