means the common stock, par value $.01 per share, of the Company.

Common Stock. The Company shall issue Executive 30,000 shares of Company common stock (the “Stock Award”). The Stock Award shall be fully vested on the date of issuance. However, in the event Executive’s employment with the Company is terminated by the Company for Cause or by Executive for any reason, in each case, prior to the first anniversary of the Effective Date, Executive hereby agrees to pay to the Company within thirty (30) days after such termination of employment an amount in cash determined by subtracting the amount of taxes Executive paid upon issuance of the Stock Award from the product obtained by multiplying 30,000 times the closing trading price of a share of Company common stock on the date the Stock Award was issued, as reported on the Nasdaq Global Select Market.

Common Stock. 1,000,000,000 shares of capital stock, 300,000,000 of which have been or will be designated as voting common stock (“Series A Common Stock”) and 30,000,000 of which are issued and outstanding, and 500,000,000 of which have or will be designated as non-voting common stock (“Series B Common Stock” and with the Series A Common Stock, collectively, the “Common Stock”) and 74,807,634 of which are issued and outstanding.

Common Stock. Common Stock shall mean the common stock of the Company, $0.01 par value per share.

Common Stock. Any Director electing to receive an award of Unrestricted Shares pursuant to the Election Form will be entitled to receive, on the dates on which such Director would otherwise be entitled to receive Applicable Director Cash Compensation during such Applicable Year, which dates (unless otherwise determined by the Plan Committee) will be the tenth day of the final month in each calendar quarter during such Applicable Year (or, if such day is not a business day, the next succeeding business day) (the “Payment Dates”), an award of Unrestricted Shares in an amount (rounded to the nearest whole share) equal to the quotient of # the Applicable Director Cash Compensation otherwise payable on any such Payment Date, divided by # the closing price of the Common Stock as reported on the Nasdaq Global Select Market on the Payment Date, or if the applicable Payment Date falls on a day when markets are closed, then on the most recently ended trading date in proximity thereto. For purposes of clarification, in no event will any Director be entitled to receive any award of Unrestricted Shares except to the extent that the Applicable Director Cash Compensation would otherwise be (or have been) payable to such Director in or with respect to the Applicable Year. In addition, notwithstanding the foregoing or anything contained herein to the contrary, in the event that, between the date of the Election Form and the Payment Date, any adjustments occur with respect to the Common Stock within the scope of [Section 4.2] of the Incentive Plan, or any Change in Control (as defined in the Incentive Plan) is consummated, the Plan Committee may, in its discretion, determine any changes in the consideration to be paid to any Director hereunder (including changes in the form(s) and timing of payment of such consideration payable hereunder consistent with any restrictions set forth in [Section 4.2] of the Incentive Plan), provided that the total value of the consideration payable to any Director after such adjustment shall be equivalent to the pre-adjustment value.

Common Stock. Each holder of shares of Common Stock shall be entitled to one (1) vote for each share thereof held.

Common Stock. Subject to the terms of this Addendum, promptly following the Effective Date, Heritage Global will issue to President 300,000 shares of restricted Heritage Global common stock, and will issue to General Counsel 300,000 shares of restricted Heritage Global common stock, in each case in accordance with the terms and conditions of the Restricted Stock Agreement attached as Exhibit C hereto.

At the Effective Time, by virtue of the First Merger and without any action on the part of Parent, First Merger Sub, the Company or the Company Stockholders, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock to be canceled pursuant to [Section 2.6(b)(ii)] and any Dissenting Shares) shall be canceled and extinguished and shall be converted into the right to receive, upon surrender of the certificate representing such share of Company Common Stock, if any, together with a duly executed and completed Letter of Transmittal, in the manner provided in [Section 2.8]: # the Per Share Base Consideration, minus # the Per Share Escrow Amount, to be withheld and contributed to the Escrow Fund, minus # the Per Share WC Escrow Amount, to be withheld and contributed to the WC Escrow Fund, plus # any Additional Per Share Consideration, plus # any Per Share Earn-Out Amount subject to (and without limiting any rights or remedies of the Indemnified Parties under this Agreement) the obligation of the Company Stockholder that owns such share of Company Common Stock immediately prior to the Effective Time to return to Parent or the applicable Indemnified Parties the amount so received as a result of such conversion to the extent such Company Stockholder has, at any time and from time to time, any unsatisfied payment obligations to such Indemnified Parties pursuant to, and subject to the terms and conditions of, Article IX; provided, that the Parent Common Stock to be put in escrow or delivered to a Company Stockholder shall in each case be rounded down to the nearest whole number of shares after aggregating all shares put in escrow or delivered to a Company Stockholder, as applicable.

Diversification of Company Common Stock. A Participant may elect to reallocate up to 100% of the Company Common Stock Fund held in his Company Common Stock Account to any one or more of the Investment Funds at any time.

Voting of Company Common Stock. All whole and fractional shares of Company Common Stock allocated to a Participant's or Beneficiary's Company Common Stock Account shall be voted by the Trustee as the Participant or Beneficiary directs in writing from time to time. The Trustee shall solicit the directions from each Participant or Beneficiary before each annual or special stockholders' meeting of the Company, from each Member. Upon timely receipt of the directions, the Trustee shall vote those shares in accordance with the directions received. Unless otherwise provided in the Trust Agreement, shares for which timely receipt of directions is not received shall not be voted by the Trustee.