1934 Uses in Defined Terms Clause

Defined Terms from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (as the same may be amended, modified or supplemented from time to time, this Agreement), dated as of June 27, 2017, is made and entered into by and among SAFETY, INCOME AND GROWTH, INC., a Maryland corporation (the Company), and ISTAR INC., a Maryland corporation (together with any of its subsidiaries that owns Registrable Shares from time to time, the Holder).

Defined Terms. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement. Automatic Shelf Registration Statement means an Automatic Shelf Registration Statement, as defined in Rule 405 under the Securities Act. Business Day means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to be closed. Commission means the U.S. Securities and Exchange Commission. Exchange Act means the U.S. Securities Exchange Act of 1934, as amended from time to time (or any corresponding provision of succeeding law), and the rules and regulations thereunder. IPO means the Companys initial underwritten public offering of its Common Stock. IPO Closing Date means the closing date of the IPO. Management Agreement means the Management Agreement, dated the date hereof, among the Company, the Manager and the Holder. Manager means SFTY Manager LLC, a Delaware limited liability company. Person means any individual, partnership, corporation, limited liability company, joint venture, association, trust, unincorporated organization or other governmental or legal entity. Prospectus means any prospectus or prospectuses included in, or relating to, any Registration Statement (including without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act), as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Shares covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference or deemed to be incorporated by reference in such prospectus or prospectuses. Registrable Shares with respect to the Holder, means at any time (i) the Holders Purchased Shares, (ii) shares of Common Stock issued to the Manager under the Management Agreement from time to time, and (iii) any other shares of Common Stock or other equity securities acquired by the Holder or any of its subsidiaries from the Company or an affiliate of the Company from time to time not in excess of any restriction or limit on such ownership as set forth in any of the Related Documents, including, in each case, any additional shares of Common Stock or other equity securities issued as a dividend or distribution on, in exchange for, or otherwise in respect of, shares of Common Stock or other equity securities that otherwise constitute Registrable Shares with respect to the Holder (including as a result of combinations, recapitalizations, mergers, consolidations, reorganizations or similar event or otherwise); provided, however, that Registrable Shares shall cease to be Registrable Shares with respect to the Holder upon the earliest to occur of (A) when such Registrable Shares shall have been disposed of pursuant to an effective Registration Statement under the Securities Act, (B) when all of the Holders Registrable Shares may be sold without restriction pursuant to Rule 144(b) under the Securities Act or any replacement rule or (C) when the Holders Registrable Shares shall have ceased to be outstanding. Registration Expenses means any and all fees and expenses incident to the performance of or compliance with this Agreement, which shall be borne and paid by the Company as provided below, whether or not any Registration Statement is filed or becomes effective, including, without limitation: (i) all registration, qualification and filing fees (including fees and expenses with respect to (A) filings required to be made with the Commission and the U.S. Financial Industry Regulatory Authority and (B) compliance with securities or blue sky laws), (ii) typesetting and printing expenses, (iii) internal expenses of the Company (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) the fees and expenses incurred in connection with the listing of the Registrable Shares, (v) the fees and disbursements of legal counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company, and any transfer agent and registrar fees and (vi) the reasonable fees and expenses of any special experts retained by the Company; provided, however, that Registration Expenses shall not include, and the Company shall not have any obligation to pay, any underwriting fees, discounts, commissions, or taxes (including transfer taxes) attributable to the sale of securities by the Holder, or any legal fees and expenses of counsel to the Holder and any underwriter engaged by the Holder or any other expenses inc

Defined Terms from Severance Plan

ScanSource, Inc., a South Carolina corporation (the Company), has adopted this ScanSource, Inc. Executive Severance Plan (the Plan), effective as of July 1, 2017, for the benefit of selected executive officers of the Company, on the terms and conditions stated herein.

Defined Terms. In addition to other terms defined herein, for purposes of the Plan, the following terms shall have the meanings indicated below: 1.1 Accrued Obligations has the meaning given in Section 5.1(a). 1.2 Affiliate means a Subsidiary and any other corporation or other entity or Person controlling, controlled by or under common control with the Company. 1.3 Applicable Law means any applicable laws, rules and regulations (or similar guidance), including but not limited to the Securities Act of 1933, the Securities Exchange Act of 1934, ERISA and the Code, in each case as amended. References to any applicable laws, rules and regulations shall also refer to any successor or amended provisions thereto and shall be deemed to include any regulations or other interpretive guidance, unless the Committee determines otherwise. 1.4 Average Compensation Amount has the meaning given in Section 5.1(c)(i) herein. 1.5 Base Salary means a Participants annual base salary at the rate in effect immediately prior to a Qualifying Termination. 1.6 Board means the Board of Directors of the Company. 1.7 Cause means any of the following: (i) a Participants arrest or conviction of a crime (including arrest or conviction on a nolo contendere plea) involving the commission by the Participant of a felony or of a criminal act involving, in the good faith judgment of the Company, fraud, dishonesty, or moral turpitude but excluding any arrest or conviction which results solely from the Participants title or position with the Company and is not based on his personal conduct; (ii) the failure of the Participant to satisfactorily perform his duties with the Company (other than failure resulting from incapacity due to Disability), after a written demand for satisfactory performance is delivered to the Participant by the Chief Executive Officer and/or the Committee, which specifically identifies the manner in which the Chief Executive Officer and/or the Committee, believes that the Participant has not satisfactorily performed his duties; provided that the decision of whether a Participant has satisfactorily performed his duties with the Company or complied with the demand for satisfactory performance is in the sole discretion of the Company; (iii) a Participants engaging in unethical or illegal conduct or misconduct that includes but is not limited to violations of the Companys policies concerning employee conduct, including but not limited to the Companys Code of Conduct; (iv) a Participants gross misconduct or gross negligence in connection with the business of the Company or an Affiliate; or (v) breach of any of the covenants set forth in Section 6 of the Plan. Regardless of whether the Participants employment initially is considered to be terminated for any reason other than Cause, the Participants employment will be considered to have been terminated for Cause for purposes of this Plan if the Board or the Committee determines after the Participants employment ends that the Participant had a material breach of the terms of the Plan above while employed. 1.8 A Change in Control has the meaning given in the Companys 2013 Long-Term Incentive Plan, as it may be amended, or any successor stock plan (collectively, the Stock Plan), provided that, if and to the extent required under Code Section 409A, Change in Control shall be as defined in accordance with Code Section 409A. 1.9 Change in Control Multiple has the meaning given in a Participants Participation Agreement; provided, however, that in no event shall a Participants Change in Control Multiple exceed 2.5. 1.10 Code means the Internal Revenue Code of 1986, as amended from time to time. 1.11 Committee means the Compensation Committee of the Board. 1.12 Company means ScanSource, Inc., a South Carolina corporation, and any successors thereto. References to the Company also include references to the Companys Subsidiaries and its other Affiliates (and their successors) if and to the extent so determined by the Committee or the Board. 1.13 Date of Termination means the date that a Participants employment with the Company terminates for all purposes, as determined by the Committee in accordance with Section 9 herein. 1.14 Disability means a mental or physical disability for which the Participant is determined to be disabled under the Companys long-term disability plan, if any. If the Company has no long-term disability plan (or if otherwise so determined by the Committee in its sole discretion), Disability will mean the inability of the Participant, as determined by the Committee, to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental condition which has lasted (or can reasonably be expected to last) for twelve workweeks in any twelve-month period. 1.15 Eligible Employee means any executive officer of the Company who is determined by the Committee to be eligible to participate in the Plan.

Defined Terms from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (as the same may be amended, modified or supplemented from time to time, this Agreement), dated as of [*], 2017, is made and entered into by and among SAFETY, INCOME AND GROWTH, INC., a Maryland corporation (the Company), and ISTAR INC., a Maryland corporation (together with any of its subsidiaries that owns Registrable Shares from time to time, the Holder).

Defined Terms. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement. Automatic Shelf Registration Statement means an Automatic Shelf Registration Statement, as defined in Rule 405 under the Securities Act. Business Day means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to be closed. Commission means the U.S. Securities and Exchange Commission. Exchange Act means the U.S. Securities Exchange Act of 1934, as amended from time to time (or any corresponding provision of succeeding law), and the rules and regulations thereunder. IPO means the Companys initial underwritten public offering of its Common Stock. IPO Closing Date means the closing date of the IPO. Management Agreement means the Management Agreement, dated the date hereof, among the Company, the Manager and the Holder. Manager means SFTY Manager LLC, a Delaware limited liability company. Person means any individual, partnership, corporation, limited liability company, joint venture, association, trust, unincorporated organization or other governmental or legal entity. Prospectus means any prospectus or prospectuses included in, or relating to, any Registration Statement (including without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act), as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Shares covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference or deemed to be incorporated by reference in such prospectus or prospectuses. Registrable Shares with respect to the Holder, means at any time (i) the Holders Purchased Shares, (ii) shares of Common Stock issued to the Manager under the Management Agreement from time to time, and (iii) any other shares of Common Stock or other equity securities acquired by the Holder or any of its subsidiaries from the Company or an affiliate of the Company from time to time not in excess of any restriction or limit on such ownership as set forth in any of the Related Documents, including, in each case, any additional shares of Common Stock or other equity securities issued as a dividend or distribution on, in exchange for, or otherwise in respect of, shares of Common Stock or other equity securities that otherwise constitute Registrable Shares with respect to the Holder (including as a result of combinations, recapitalizations, mergers, consolidations, reorganizations or similar event or otherwise); provided, however, that Registrable Shares shall cease to be Registrable Shares with respect to the Holder upon the earliest to occur of (A) when such Registrable Shares shall have been disposed of pursuant to an effective Registration Statement under the Securities Act, (B) when all of the Holders Registrable Shares may be sold without restriction pursuant to Rule 144(b) under the Securities Act or any replacement rule or (C) when the Holders Registrable Shares shall have ceased to be outstanding. Registration Expenses means any and all fees and expenses incident to the performance of or compliance with this Agreement, which shall be borne and paid by the Company as provided below, whether or not any Registration Statement is filed or becomes effective, including, without limitation: (i) all registration, qualification and filing fees (including fees and expenses with respect to (A) filings required to be made with the Commission and the U.S. Financial Industry Regulatory Authority and (B) compliance with securities or blue sky laws), (ii) typesetting and printing expenses, (iii) internal expenses of the Company (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) the fees and expenses incurred in connection with the listing of the Registrable Shares, (v) the fees and disbursements of legal counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company, and any transfer agent and registrar fees and (vi) the reasonable fees and expenses of any special experts retained by the Company; provided, however, that Registration Expenses shall not include, and the Company shall not have any obligation to pay, any underwriting fees, discounts, commissions, or taxes (including transfer taxes) attributable to the sale of securities by the Holder, or any legal fees and expenses of counsel to the Holder and any underwriter engaged by the Holder or any other expenses inc

Defined Terms from Agreement

This POST-IPO STOCKHOLDERS AGREEMENT (as the same may be amended, modified or supplemented from time to time, this Agreement), dated as of April 14, 2017, is made and entered into by and between Safety, Income and Growth, Inc., a Maryland corporation (the Company), and SFTY Venture LLC, a Delaware limited liability company (GICRE); provided, however, that this Agreement shall not become effective until the Effective Date referenced in Section 6.16.

Defined Terms. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement. Affiliate means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person. Board means the Board of Directors of the Company. Business Day means any day which is not a Saturday a Sunday or a day on which commercial banks in New York, New York or Singapore not open for business. Closing shall have the meaning given to such term in the Subscription Agreement. Company Securities means (i) Equity Securities, (ii) Convertible Company Securities, (iii) Voting Securities, (iv) any preferred equity or debt securities and instruments of the Company, the Operating Partnership or any of their subsidiaries, and (v) any options, warrants or rights to acquire any of the foregoing. Convertible Company Securities means any Company Securities (other than Equity Securities) that provide the holder a right to acquire Equity Securities of the Company or the Operating Partnership, including options, warrants and debt or preferred securities that are convertible into or exchangeable for any Equity Securities. Effective Date means the first date on which the Company has equity securities registered under Section 12 of the Exchange Act. Equity Securities means any common equity securities of the Company or the Operating Partnership, irrespective of voting interests, that entitle the holder thereof to receive common dividends and distributions as and when declared and paid by the Board and/or the Operating Partnership (including where subject to applicable vesting), including Company Common Stock, OP units and LTIP units. Exchange Act means the U.S. Securities Exchange Act of 1934, as amended from time to time (or any corresponding provision of succeeding law), and the rules and regulations thereunder. fully diluted or fully diluted economic interests means (irrespective of the meaning of such term(s) under United States generally accepted accounting principles) as determined inclusive of all outstanding Equity Securities. Group Owner means GIC (Realty) Private Limited. IPO means the Companys initial underwritten public offering of Company Common Stock. LTIP units means long term incentive units of partnership interest in the Operating Partnership. Minimum Ownership Amount means a number of shares of Company Common Stock equal to the lesser of (i) a number of shares equal to 5.0% of the Company Common Stock outstanding from time to time, excluding from the denominator (a) any Net New Common Stock issued in the current or prior calendar quarter for which corresponding Quarterly Top Up Shares remain subject to potential acquisition by GICRE pursuant to the Quarterly Top Up Right described in Section 2.2, and (b) any New Common Stock as to which the Top Up Right does not apply (including pursuant to Section 2.3(b)), and (ii) a number of shares of Company Common Stock equal to $50 million, divided by the lesser of (a) the average closing price of the Company Common Stock on the NYSE for the 10 consecutive trading days ended immediately prior to the date of determination, or (b) the price per share paid by the holder of such shares. New Common Stock means any Company Common Stock that the Company issues or sells at any time or from time to time following the Effective Date. NYSE means the New York Stock Exchange. OP units means common units of limited partnership interests in the Operating Partnership. Operating Partnership means Safety Income and Growth Operating Partnership, LP, a Delaware limited partnership. Ownership means, with respect to any security, the ownership of such security by any Beneficial Owner, as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that, in calculating the beneficial ownership of any particular person (as that term is used in Section 13(d)(3) of the Exchange Act), such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms Own, Owned and Owner shall have correlative meaning. Person means a natural person or any legal, commercial or governmental entity, such as, but not limited to, a corporation, general partnership, joint venture, limited partnership, limited liability company, limited liability partnership, trust, business association, group acting in concert, or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted. Registration Rights Agreement means that certain Registration Rights Agreement, of even date herewith, by and between the Company and GICRE. SEC means the United States Securities and Exchange Commission. Securitie

Defined Terms from Agreement

This POST-IPO STOCKHOLDERS AGREEMENT (as the same may be amended, modified or supplemented from time to time, this Agreement), dated as of April 14, 2017, is made and entered into by and between Safety, Income and Growth, Inc., a Maryland corporation (the Company), and SFTY VII-B, LLC, a Delaware limited liability company (LA); provided, however, that this Agreement shall not become effective until the Effective Date referenced in Section 6.16.

Defined Terms. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement. Affiliate means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person. Board means the Board of Directors of the Company. Business Day means any day which is not a Saturday a Sunday or a day on which commercial banks in New York, New York or Singapore not open for business. Closing shall have the meaning given to such term in the Subscription Agreement. Company Securities means (i) Equity Securities, (ii) Convertible Company Securities, (iii) Voting Securities, (iv) any preferred equity or debt securities and instruments of the Company, the Operating Partnership or any of their subsidiaries, and (v) any options, warrants or rights to acquire any of the foregoing. Convertible Company Securities means any Company Securities (other than Equity Securities) that provide the holder a right to acquire Equity Securities of the Company or the Operating Partnership, including options, warrants and debt or preferred securities that are convertible into or exchangeable for any Equity Securities. Effective Date means the first date on which the Company has equity securities registered under Section 12 of the Exchange Act. Equity Securities means any common equity securities of the Company or the Operating Partnership, irrespective of voting interests, that entitle the holder thereof to receive common dividends and distributions as and when declared and paid by the Board and/or the Operating Partnership (including where subject to applicable vesting), including Company Common Stock, OP units and LTIP units. Exchange Act means the U.S. Securities Exchange Act of 1934, as amended from time to time (or any corresponding provision of succeeding law), and the rules and regulations thereunder. fully diluted or fully diluted economic interests means (irrespective of the meaning of such term(s) under United States generally accepted accounting principles) as determined inclusive of all outstanding Equity Securities. Group Owner means Lubert-Adler Real Estate VII-B, L.P. Initial Ownership Percentage means the percentage of the Company Common Stock outstanding Owned by the Stockholder Group on the Effective Date. IPO means the Companys initial underwritten public offering of Company Common Stock. LTIP units means long term incentive units of partnership interest in the Operating Partnership. Minimum Ownership Amount means a number of shares of Company Common Stock equal to the lesser of (i) a number of shares equal to 4.0% of the Company Common Stock outstanding from time to time, excluding from the denominator (a) any Net New Common Stock issued in the current or prior calendar quarter for which corresponding Quarterly Top Up Shares remain subject to potential acquisition by LA pursuant to the Quarterly Top Up Right described in Section 2.2, and (b) any New Common Stock as to which the Top Up Right does not apply (including pursuant to Section 2.3(b)), and (ii) a number of shares of Company Common Stock equal to $15 million, divided by the lesser of (a) the average closing price of the Company Common Stock on the NYSE for the 10 consecutive trading days ended immediately prior to the date of determination, or (b) the price per share paid by the holder of such shares. New Common Stock means any Company Common Stock that the Company issues or sells at any time or from time to time following the Effective Date. NYSE means the New York Stock Exchange. OP units means common units of limited partnership interests in the Operating Partnership. Operating Partnership means Safety Income and Growth Operating Partnership, LP, a Delaware limited partnership. Ownership means, with respect to any security, the ownership of such security by any Beneficial Owner, as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that, in calculating the beneficial ownership of any particular person (as that term is used in Section 13(d)(3) of the Exchange Act), such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms Own, Owned and Owner shall have correlative meaning. Person means a natural person or any legal, commercial or governmental entity, such as, but not limited to, a corporation, general partnership, joint venture, limited partnership, limited liability company, limited liability partnership, trust, business association, group acting in concert, or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted. Registration Rights Agreement means that certain Registration Righ

Defined Terms from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (as the same may be amended, modified or supplemented from time to time, this Agreement), dated as of April 14, 2017, is made and entered into by and among SAFETY, INCOME AND GROWTH, INC., a Maryland corporation (the Company), SFTY VENTURE LLC, a Delaware limited liability company (GICRE and a Holder), and SFTY VII-B, LLC, a Delaware limited liability company (LA and a Holder, and together with GICRE, the Holders).

Defined Terms. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement. Automatic Shelf Registration Statement means an Automatic Shelf Registration Statement, as defined in Rule 405 under the Securities Act. Business Day means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to be closed. Commission means the U.S. Securities and Exchange Commission. Exchange Act means the U.S. Securities Exchange Act of 1934, as amended from time to time (or any corresponding provision of succeeding law), and the rules and regulations thereunder. IPO means the Companys initial underwritten public offering of its Common Stock. IPO Closing Date means the closing date of the IPO. Person means any individual, partnership, corporation, limited liability company, joint venture, association, trust, unincorporated organization or other governmental or legal entity. Post-IPO Stockholders Agreement means, with respect to each Holder, that certain Post-IPO Stockholders Agreement, of even date herewith, by and between the Company and such Holder, which shall become effective by its terms on the IPO Closing Date. Prospectus means any prospectus or prospectuses included in, or relating to, any Registration Statement (including without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act), as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Shares covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference or deemed to be incorporated by reference in such prospectus or prospectuses. Registrable Shares with respect to each Holder, means at any time (i) such Holders Purchased Shares, (ii) any Top Up Shares acquired by such Holder from time to time pursuant to the Post-IPO Stockholders Agreement between the Company and such Holder, and (iii) any other shares of Common Stock or other equity securities acquired by such Holder from the Company or an affiliate of the Company from time to time not in excess of any restriction or limit on such ownership as set forth in any of the Related Documents, including, in each case, any additional shares of Common Stock or other equity securities issued as a dividend or distribution on, in exchange for, or otherwise in respect of, shares of Common Stock or other equity securities that otherwise constitute Registrable Shares with respect to such Holder (including as a result of combinations, recapitalizations, mergers, consolidations, reorganizations or similar event or otherwise); provided, however, that Registrable Shares shall cease to be Registrable Shares with respect to a Holder upon the earliest to occur of (A) when such Registrable Shares shall have been disposed of pursuant to an effective Registration Statement under the Securities Act, (B) when all of such Holders Registrable Shares may be sold without restriction pursuant to Rule 144(b) under the Securities Act or any replacement rule or (C) when such Holders Registrable Shares shall have ceased to be outstanding. Registration Expenses means any and all fees and expenses incident to the performance of or compliance with this Agreement, which shall be borne and paid by the Company as provided below, whether or not any Registration Statement is filed or becomes effective, including, without limitation: (i) all registration, qualification and filing fees (including fees and expenses with respect to (A) filings required to be made with the Commission and the U.S. Financial Industry Regulatory Authority and (B) compliance with securities or blue sky laws), (ii) typesetting and printing expenses, (iii) internal expenses of the Company (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) the fees and expenses incurred in connection with the listing of the Registrable Shares, (v) the fees and disbursements of legal counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company, and any transfer agent and registrar fees and (vi) the reasonable fees and expenses of any special experts retained by the Company; provided, however, that Registration Expenses shall not include, and the Company shall not have any obligation to pay, any underwriting fees, discounts, commissions, or taxes (including transfer taxes) attributable to the sale of securities by a Holder, or any legal fees and expenses of counsel t

DEFINED TERMS from Restated Limited Liability Company Agreement

WHEREAS, Ashford Hospitality Holdings LLC (the Company) was formed as a limited liability company under the laws of the State of Delaware by the filing of a Certificate of Formation with the Secretary of State of Delaware on April 6, 2017;

DEFINED TERMS. Whenever used in this Agreement, the following terms have the meanings respectively assigned to them in this Article I, unless otherwise expressly provided in this Agreement or unless the context otherwise requires: Act means the Delaware Limited Liability Company Act, 6 Del C. SS 18-101, et. seq., as amended, supplemented or restated from time to time, and any successor to such statute. Additional Funds has the meaning set forth in Section 4.4. Additional Member means a Person admitted to this Company as a Member pursuant to and in accordance with Section 4.8. Additional Securities means any additional Ashford Inc. Shares (other than Ashford Inc. Shares issued in connection with a redemption pursuant to Section 7.3) or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Ashford Inc. Shares, as set forth in Section 4.3(a)(ii). Adjustment Event has the meaning set forth in Section 4.3(d). Affiliate of another Person means (a) any Person directly or indirectly owning, controlling or holding with power to vote ten percent (10%) or more of the outstanding voting securities of such other Person; (b) any Person ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by such other Person; (c) any Person directly or indirectly controlling, controlled by, or under common control with, such other Person; (d) any officer, director, member or partner of such other Person; and (e) if such other Person is an officer, director, member or partner in a company, the company for which such Person acts in any such capacity. Agreed Value means the fair market value of Contributed Property as agreed to by the contributing Member and the Company, using such reasonable method of valuation as they may adopt except that the Agreed Value of all property constituting Contributed Property as of the Effective Date shall be determined by Manager. Agreement means this Amended and Restated Limited Liability Company Agreement of Ashford Hospitality Holdings LLC, as amended from time to time. Ashford Inc. means Ashford Inc., a Maryland corporation. Ashford Inc. Common Stock means the common stock of Ashford Inc. Ashford Inc. Common Stock Amount means a whole number of shares of Ashford Inc. Common Stock equal to the product of the number of Common Units offered for redemption by a Redeeming Member, multiplied by the Conversion Factor in effect on the Specified Redemption Date (rounded down to the nearest whole number if such product is not a whole number); provided, however, that if Ashford Inc. at any time issues to all holders of Ashford Inc. Common Stock rights, options, warrants or convertible or exchangeable securities entitling the stockholders to subscribe for or purchase Ashford Inc. Common Stock, or any other securities or property (collectively, the Rights), which Rights have not expired pursuant to their terms, then the Ashford Inc. Common Stock Amount thereafter shall also include such Rights that a holder of that number of shares of Ashford Inc. Common Stock would be entitled to receive. Ashford Inc. Expenses means (i) costs and expenses relating to the formation and continuity of existence of Ashford Inc. and any of its Subsidiaries (which Subsidiaries shall, for purposes of this definition, be included within the definition of Ashford Inc.), including taxes, fees and assessments associated therewith, any and all costs, expenses or fees payable to any director, officer, or employee of Ashford Inc., (ii) costs and expenses relating to the public offering and registration of securities or private offering of securities by Ashford Inc. and all statements, reports, fees and expenses incidental thereto, including underwriting discounts and selling commissions applicable to any such offering of securities, (iii) costs and expenses associated with the preparation and filing of any periodic reports by Ashford Inc. under federal, state or local laws or regulations, including filings with the Commission, (iv) costs and expenses associated with compliance by Ashford Inc. with laws, rules and regulations promulgated by any regulatory body, including the Commission, and (v) all other operating or administrative costs of Ashford Inc., including, without limitation, insurance premiums, and legal, accounting and directors fees, incurred in the ordinary course of its business on behalf of or in connection with the Company. Ashford Inc. Preferred Stock means the preferred stock of Ashford Inc. Ashford Inc. Share means a share of Ashford Inc. Common Stock or a share of Ashford Inc. Preferred Stock. Bankruptcy Code means the United States Bankruptcy Code, as amended, 11 U.S.C. ss.ss. 101 ET SEQ., and as hereafter amended from time to time. Business Day means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York, New York are authori

Defined Terms from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into as of April __, 2017, between Aspen Group, Inc., a Delaware corporation (the Company) and each of the several purchasers signatory hereto (each such purchaser, a Purchaser and, collectively, the Purchasers).

Defined Terms. As used in this Agreement, the following terms shall have the following meanings: Advice shall have the meaning set forth in Section 6(d). Agreement shall have the meaning set forth in the Preamble. CDI 612.09 means Section 612.09 of the Commissions Compliance and Disclosure Interpretations. Closing means the closing of the purchase and sale of the Common Stock pursuant to the Purchase Agreement. Commission means the Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed into. Company shall have the meaning set forth in the Preamble. Effectiveness Date means, with respect to the Initial Registration Statement required to be filed hereunder, __________, 2017 (60 days following the Filing Date); provided, however, that in the event the Company is notified by the Commission that one or more of the Registration Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall be the fifth Trading Day following the date on which the Company is so notified if such date precedes the date otherwise required above. Effectiveness Period shall have the meaning set forth in Section 2(a). Event shall have the meaning set forth in Section 2(b). Event Date shall have the meaning set forth in Section 2(b). Exchange Act means the Securities Exchange Act of 1934, as amended. Filing Date means, with respect to the Initial Registration Statement required hereunder, no later than 75 days following the last Closing and, with respect to any additional Registration Statements which may be required pursuant to Section 3(c), the earliest practical date on which the Company is permitted by SEC Guidance to file such additional Registration Statement related to the Registrable Securities. Holder or Holders means the holder or holders, as the case may be, from time to time of Registrable Securities. Indemnified Party shall have the meaning set forth in Section 5(c). Indemnifying Party shall have the meaning set forth in Section 5(c). Initial Registration Statement means the initial Registration Statement filed pursuant to this Agreement. Legal Counsel means Kramer Levin Naftalis & Frankel LLP or such other counsel as thereafter designated by a majority of the Holders. Losses shall have the meaning set forth in Section 5(a). Person means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity. Plan of Distribution shall have the meaning set forth in Section 2(a). Proceeding means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened. Prospectus means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. Purchasers shall have the meaning set forth in the Preamble. Purchase Agreement shall have the meaning set forth in the Recitals. Registrable Securities means (a) all of the shares of Common Stock issued pursuant to the Purchase Agreement and (b) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that the Company shall not be required to maintain the effectiveness, or file another Registration Statement hereunder with respect to any Registrable Securities that are not subject to the current public information requirement under Rule 144 and that are eligible for resale without volume or manner-of-sale restrictions without current public information pursuant to Rule 144 promulgated by the Commission pursuant to a written opinion letter from counsel to the Company to such effect, addressed, delivered and acceptable to the affected Holders. Registration Statement means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional registration statements contemplated by Section 3(c), including (in each case) the Prospectus, amendments and supplements to any such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all

Defined Terms from Restated Limited Liability Company Agreement

This Third Amended and Restated Limited Liability Company Agreement (this Agreement) of Change Healthcare LLC (f/k/a PF2 NewCo LLC), a Delaware limited liability company (the Company), is made as of March 1, 2017, by and among (i) PF2 IP LLC, a Delaware limited liability company (MCK IPCo), (ii) PF2 PST Services Inc., a Delaware corporation (PST, and together with MCK IPCo, the MCK Members), (iii) HCIT Holdings, Inc., a Delaware corporation newly formed by the Echo Shareholders (as defined below) (Echo, and together with the MCK Members, the Initial Members), (iv) the Company, (v) each other Person who at any time becomes a Member in accordance with the terms of this Agreement and the Act and (vi) Change Healthcare Intermediate Holdings, LLC (f/k/a PF2 NewCo Intermediate Holdings, LLC), a Delaware limited liability company, Change Healthcare Holdings, LLC (f/k/a PF2 NewCo Holdings, LLC), a Delaware limited liability company, Change Healthcare, Inc., a Delaware corporation, Change Healt

Defined Terms. a) In this Agreement: Act means the Delaware Limited Liability Company Act, 6 Del. C. SS 18-101, et seq. Adjusted Capital Account means, with respect to any Member, such Members Capital Account balance (a) reduced for any items described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), and (6), and (b) increased for any amount such Person is obligated to contribute or is treated as being obligated to contribute to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (relating to Member liabilities to the Company) and the penultimate sentences of Treasury Regulation Sections 1.704-2(g)(l) and 1.704-2(i)(5) (relating to Minimum Gain or Member Nonrecourse Debt Minimum Gain), as of the end of the Companys Tax Year, after taking into account thereunder any changes during such year in Minimum Gain or Member Nonrecourse Debt Minimum Gain. Adjusted Capital Account Deficit means with respect to any Member as of the end of any Tax Year, the amount by which the balance in such Members Adjusted Capital Account is less than zero. Adjustment Event means, without duplication, (i) the filing by the Company of any amended U.S. federal income tax return, (ii) a determination as defined in Code Section 1313(a) and (iii) any other event (including the execution of IRS Form 870-AD) that finally and conclusively establishes the amount of any liability of any Member or former Member (or their respective current and former Affiliates) for U.S. federal income tax in respect of (x) any item of income, gain, loss or deduction of the Company (each, a Company Item) for any taxable period, or (y) any item of income, gain, loss or deduction of such Member attributable to the treatment as taxable of any issuance, repurchase, redemption or distribution by the Company to Echo described in Section 3.03(c) in connection with any Approved Plan or a redemption or repurchase of Echo Shares pursuant to the terms of the Echo Shareholders Agreement (each, an Echo Benefit Plan Item), excluding, for the avoidance of doubt, any event establishing the liability of the Company for an imputed underpayment under Section 6225 of the Partnership Tax Audit Rules for which an election under Section 6226 of the Partnership Tax Audit Rules is not made. Adjustment Pro Rata Tax Distribution Amount means, with respect to a specified Member for a Tax Year in respect of an Adjustment Event, the positive difference, if any, between (a) the product of (i) the Adjustment Tax Distribution Ratio Amount for such Adjustment Event for the Member whose Adjustment Tax Distribution Ratio Amount is the highest of any Member and (ii) such specified Members Membership Percentage, and (b) such specified Members Adjustment Tax Distribution Amount. Adjustment Tax Distribution Amount means, for any Adjustment Event and any Member, an amount equal to (i) the greater of (x) the sum of such Members Adjustment Tax Year Amounts (in respect of such Adjustment Event) for all Tax Years to which the Adjustment Event relates, or (y) zero, (ii) reduced, but not below zero, by such Members Cumulative Pro Rata Tax Distribution Amount. Adjustment Tax Distribution Ratio Amount means, with respect to a Member at any time of determination and for any Adjustment Event, (i) such Members Adjustment Tax Distribution Amount, divided by (ii) such Members Membership Percentage. Adjustment Tax Year Amount means, for any Adjustment Event, any Member and any Tax Year to which such Adjustment Event relates, an amount, which may be positive or negative, determined by multiplying (i) the Applicable Tax Rate (as determined for such Tax Year) by (ii) (A) the sum of (x) the net amount of Company Items allocable to such Member and (y) the net amount of Echo Benefit Plan Items recognized by such Member, for such Tax Year after giving effect to such Adjustment Event (including any correlative adjustments to Company Items), minus (B) the sum of (x) the net amount of Company Items allocable to such Member and (y) the net amount of Echo Benefit Plan Items recognized by such Member, for such Tax Year before giving effect to such Adjustment Event (but, for the avoidance of doubt, after giving effect to any prior Adjustment Event). Affiliate means, (a) with respect to any specified Person, any other Person that, at the time of determination, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such specified Person or (b) with respect to any natural Person holding Units or Echo Shares, any other Person who is (A) a Family Member of such Person holding Units or Echo Shares or (B) a trust or similar estate planning vehicle, a beneficiary of which is such Person, holding Units or Echo Shares, or a Family Member of such Person holding Units or Echo Shares; provided, that the term Affiliate (i) when used with respect to any Member or any of its Affiliates, shall not include the Company or any of its Subsidiaries and (ii) when used wit

DEFINED TERMS from Agreement of Limited Partnership

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (as may be further amended, supplemented or restated from time to time, the Agreement) of Four Corners Operating Partnership, LP (the Partnership) is dated as of November __, 2016 and entered into by and among Four Corners GP, LLC, a Delaware limited liability company, as the general partner (the General Partner), Four Corners Property Trust, Inc. a Maryland corporation (the Trust) as a Limited Partner, FCPT OP Holdings, LP, a Delaware limited partnership (Holdings) as a Limited Partner, and the Persons whose names are set forth on the Partner Registry (as hereinafter defined), together with any other Persons who become Partners in the Partnership as provided herein.

DEFINED TERMS. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement. 2015 Budget Act Partnership Audit Rules has the meaning set forth in Section 10.3.A. Act means the Delaware Revised Uniform Limited Partnership Act, as it may be amended from time to time, and any successor to such statute. Additional Limited Partner means a Person admitted to the Partnership as a Limited Partner pursuant to Section 12.2 hereof and who is shown as a Limited Partner on the Partnership Registry. Adjusted Capital Account means the Capital Account maintained for each Partner as of the end of each Fiscal Year or other period (i) increased by any amounts which such Partner is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (ii) decreased by the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. Adjusted Capital Account Deficit means, with respect to any Partner, the deficit balance, if any, in such Partners Adjusted Capital Account as of the end of the relevant Fiscal Year. Adjusted Property means any property the Carrying Value of which has been adjusted pursuant to Exhibit B. Affiliate means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person, or (ii) any officer, director, manager, general partner or trustee of such Person or any Person referred to in the foregoing clause (i). For purposes of this definition, control, when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms controlling and controlled have meanings correlative to the foregoing. Aggregate DRO Amount means the aggregate balances of the DRO Amounts, if any, of all DRO Partners, if any, as determined on the date in question. Agreed Value means (i) in the case of any Contributed Property, the Section 704(c) Value of such property as of the time of its contribution to the Partnership, reduced by any liabilities either assumed by the Partnership upon such contribution or to which such property is subject when contributed as determined under Section 752 of the Code and the regulations thereunder; and (ii) in the case of any property distributed to a Partner by the Partnership, the Partnerships Carrying Value of such property at the time such property is distributed, reduced by any indebtedness either assumed by such Partner upon such distribution or to which such property is subject at the time of distribution. Agreement has the meaning set forth in the Preamble. Assignee means a Person to whom one or more Partnership Units have been transferred in a manner permitted under this Agreement, but who has not become a Substituted Limited Partner, and who has the rights set forth in Section 11.5. Available Cash means, with respect to any period for which such calculation is being made, cash of the Partnership, regardless of source (including Capital Contributions and loans to the Partnership), that the General Partner, in its sole and absolute discretion, determines is appropriate for distribution to the Partners. Book-Tax Disparities means, with respect to any item of Contributed Property or Adjusted Property, as of the date of any determination, the difference between the Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for federal income tax purposes as of such date. A Partners share of the Partnerships Book-Tax Disparities in all of its Contributed Property and Adjusted Property will be reflected by the difference between such Partners Capital Account balance as maintained pursuant to Exhibit B and the hypothetical balance of such Partners Capital Account computed as if it had been maintained strictly in accordance with federal income tax accounting principles. Business Day means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York or San Francisco, California are authorized or required by law to close. Capital Account means the Capital Account maintained for a Partner pursuant to Exhibit B. The initial Capital Account balance for each Partner who is a Partner on the date hereof shall be the amount set forth opposite such Partners name on the Partner Registry. Capital Contribution means, with respect to any Partner, any cash and the Agreed Value of Contributed Property which such Partner contributes or is deemed to contribute to the Partnership. Carrying V