$2,000,000.00 Uses in Definitions Clause

Definitions from Lease

THIS LEASE ("Lease") is dated as of June 30, 2017, and is by and between GMR SHERMAN, LLC, d/b/a GLOBAL MEDICAL REIT SHERMAN, LLC, a Delaware limited liability company ("Landlord"), and SDB PARTNERS, LLC, a Texas limited liability company ("Tenant"), on the other hand.

Definitions. For all purposes of this Lease, except as otherwise expressly provided or unless the context otherwise requires, (a) the terms defined in this Section have the meanings assigned to them in this Section and include the plural as well as the singular; (b) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP as at the time applicable; (c) all references in this Lease to designated "Sections," "Sections" and other subdivisions are to the designated Sections and other subdivisions of this Lease; (d) the word "including" shall have the same meaning as the phrase "including, without limitation," and other similar phrases; and (e) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Lease as a whole and not to any particular Section, Section or other subdivision: Acquisition Price: The sum of (i) $26,000.000.00, which is the Purchase Price for the Premises; and (ii) $660,680.15, which is equal to the Closing Expenses under the Purchase Contract. Additional Charges: As defined in Section 3.2. Affiliate: Any Person which, directly or indirectly (including through one or more intermediaries), controls or is controlled by or is under common control with any other Person, including any Subsidiary of a Person. For purposes of this definition, the definition of Controlling Person below, and Section 24.1.1 below, the term "control" (including the correlative meanings of the terms "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly (including through one or more intermediaries), of the power to direct or cause the direction of the management and policies of such Person, through the ownership or control of voting securities, partnership interests or other equity interests or otherwise. Without limiting the generality of the foregoing, when used with respect to any corporation, limited liability company or other legal entity, the term "Affiliate" shall also include (i) any Person which owns, directly or indirectly (including through one or more intermediaries), Fifty Percent (50%) or more of any class of voting security or equity interests of such entity, (ii) any Subsidiary of such entity and (iii) any Subsidiary of a Person described in clause (i). Award: All compensation, sums or anything of value awarded, paid or received on a total or partial Condemnation. Bankruptcy Code: The United Stated Bankruptcy Code (11 U.S.C. SS 101 et seq.), and any successor statute or legislation thereto. Build-out Allowance: The sum of $2,000,000.00.

Definitions from Accounts Receivable Purchase Agreement

THIS ACCOUNTS RECEIVABLE PURCHASE AGREEMENT (this "Agreement") is made on this 11th day of December, 2015, by and between REPUBLIC CAPITAL ACCESS, LLC, a Delaware limited liability company having its principal place of business at 790 Station Street, Herndon, Virginia 20170 ("Buyer"), and IMPLANT SCIENCES CORPORATION, a Massachusetts corporation, having its principal place of business at 500 Research Drive, Unit 3, Wilmington, MA 01887 ("Seller").

Definitions. Certain terms used in this Agreement are defined in this Section 1.1. These terms, and the additional terms defined above, shall have the meanings assigned wherever the terms appear in this Agreement. These meanings are also applicable to the singular and plural forms of the terms defined. "Acceptance Date" shall have the meaning set forth in Section 2.2 hereof. "Account Balance" shall mean, on any given day, the gross amount of all the Purchased Receivables or any portion thereof unpaid on that day. "Account Debtor" shall have the same meaning set forth in the UCC and shall include any person liable on any Purchased Receivable, including, without limitation, the Government, any prime contractor of the Government approved by Buyer, and any guarantor of such Purchased Receivable approved by Buyer. "Accrual Period" shall mean, with respect to any Residual Payment Date, the period from, and including, the immediately preceding Residual Payment Date through, but excluding, such Residual Payment Date; provided, however, that the initial Accrual Period shall commence on the date hereof. "Applicable Law" shall mean all provisions of laws, statutes, rules, regulations, codes, ordinances, judgments, writs, decrees and orders of any Governmental Authority or arbitrator applicable to the Person in question, including judgments, writs, decrees and orders of all courts and arbitrators in Proceedings in which the Person in question is a party. "Anticipated Collection Date" shall mean, with respect to any Purchased Receivable, the date which Buyer estimates in good faith to be the date that all Collections related to such Eligible Receivable will be directly deposited to the Segregated Account by the Account Debtor. "Assignment of Claims Act" shall mean the United States Assignment of Claims Act of 1940, 31 U.S.C. SS 3727, 41 U.S.C. SS 15, as amended. "Availability Period" shall mean the period from and including the date hereof to November 30, 2016, provided, however, that if the term of this Agreement is extended in accordance with Section 10.10 hereof, the Availability Period will be extended as determined by Buyer in its sole discretion. "Bankruptcy Code" shall mean Title 11 of the United States Code (11 U.S.C. SSSS 101 et seq.). "Business Day" shall mean any day that is not a Saturday, a Sunday or other day on which commercial banking institutions in the Commonwealth of Virginia are authorized or obligated by Applicable Law to close. "Buyer Indemnified Liabilities" shall have the meaning set forth in Section 10.3.1 hereof. "Collections" shall mean all amounts received with respect to the Purchased Receivables, including scheduled payments (whether received in whole or in part; whether related to a current, future or prior due date; or whether paid voluntarily by an Account Debtor or received in connection with the realization of the amounts due under any Purchased Receivable or upon the sale or disposition of any property acquired in respect thereof), all partial payments, all full prepayments and all recoveries. "Commitment Fee" shall have the meaning set forth in Section 3.4 hereof. "Compliance Certificate" shall mean a certificate, in a form provided by Seller to Buyer, which contains the certification of an officer of Seller that, among other things, the representations and warranties set forth in this Agreement are true and correct as of the date such certificate is delivered. "Confirmation List" shall mean a list, made either in writing or via email, delivered to Seller on the Acceptance Date that shall set forth (i) each Eligible Receivable Buyer agrees to purchase pursuant to any related Offer Notice and (ii) the Initial Purchase Price that shall be paid to Seller with respect to each such Eligible Receivable. "Contract Disputes Act" shall mean the Contract Disputes Act of 1978, 41 U.S.C. SSSS 601-613, as amended. "DCAA" shall mean the Defense Contract Audit Agency of the United States Government. "Deemed Collections" shall mean all reductions, adjustments, discounts, credits, allowances, rebates, refunds, returns, disputes, counterclaims, offsets, defenses, rights of recoupment, rights of return, warranty claims or short payments, asserted by or on behalf of any Account Debtor with respect to any Purchased Receivable. "Direct Costs" shall have the meaning ascribed to such term in 48 C.F.R. Section 2.101. "Discount Factor" shall have the meaning set forth in Section 3.5 hereof. "Discount Factor Rate" shall have the meaning set forth in Section 3.5 hereof. "Eligible Contractor" means a Person that (a) is a U.S. resident or Person organized under the laws of any state of the United States, (b) is not an affiliate of RCA or Buyer, (c) is a party to a Government Contract with an Account Debtor pursuant to which it is entitled to receive payments from such Account Debtor, (d) has been approved by RCA or Buyer and has been deemed to be "responsible" in accordance with the FAR and to have been determined by the Acco

DEFINITIONS from Stock Purchase Agreement

This Stock Purchase Agreement (this "Agreement") is entered into as of October 4, 2015, by and among GENERAL EMPLOYMENT ENTERPRISES, INC., an Illinoiscorporation, or its designee ("Buyer"), and WILLIAM DANIEL DAMPIER and CAROL LEE DAMPIER (collectively called "Sellers," and each individually called a "Seller" or "each Seller"). Buyer and Sellers may be referred to collectively herein as the "Parties" or, individually, as a "Party."

DEFINITIONS. For purposes of this Appendix, the following terms have the meanings specified or referred to in this Paragraph 1: Benchmark Working Capital means $2,000,000. Cash and Cash Equivalents means all cash and cash equivalents, including (i) marketable securities and short term investments, and (ii) uncollected checks issued to the Target and funds in transit to the Target (but only to the extent not already otherwise included in Current Assets), but excluding (iii) uncollected checks issued by the Target and funds in transit from the Target. Closing Financial Statements has the meaning set forth in Paragraph 2 of this Appendix. Closing Working Capital means the Working Capital of the Target at Closing. Current Assets means the current assets of the Target determined in accordance with GAAP applied on a basis consistent with the Target's audited historical financial statements including the Most Recent Balance Sheet (provided that where the Most Recent Balance Sheet is inconsistent with GAAP, GAAP shall control), including but not limited to the following, in each case without duplication: Cash and Cash Equivalents; accounts receivable, current portion of notes receivable; prepaid expenses; deposits; COBRA receivables and accrued revenue. Current Liabilities means the current liabilities of the Target determined in accordance with GAAP applied on a basis consistent with the Target's audited historical financial statements including the Most Recent Balance Sheet (provided that where the Most Recent Balance Sheet is inconsistent with GAAP, GAAP shall control), including but not limited to the following, in each case without duplication: the outstanding balance of line(s) of credit with bank(s) (if any), accounts payable, customer deposits, advances payable, deferred revenue, deferred rent, royalty advances, sales taxes payable, accrued federal tax withholding with respect to payroll, accrued FICA withholding, accrued state tax withholding with respect to payroll, payroll taxes payable, other employee plans payable, salaries and bonuses payable, vacation expense payable, sales commissions payable and health care benefits payable, placement agreements still binding upon Target and under the 'guarantee period.' Example based on provided numbers for balance sheet as of December 31, 2014 and audited by Causey Demgen & Moore P.C.: Current Assets: $6,472,056 Current Liabilities: $706,076 Net Working Capital as of December 31, 2014: $5,765,980 Benchmark Net Working Capital: $2,000,000.00 NWC Adjustment Amounts: $3,765,980

Definitions from Purchase Agreement

AGREEMENT (this "Agreement") dated as of July 28, 2015 between Ultra Clean Holdings, Inc., a Delaware corporation, with its corporate headquarters at 26462 Corporate Avenue, Hayward, CA 94545, USA ("Parent"), CharlesMost s.r.o., a limited liability company (spolecnost s rucenim omezenym) organized under the laws of the Czech Republic, with its registered seat at Karolinska 661/4, Karlin, 186 00 Prague 8, ID-No. (IC): 4171012, registered in the Commercial Register maintained by the Municipal Court in Prague, File No. C 243566 ("Buyer"), Stenen one a.s., a joint stock company (akciova spolecnost) organized under the laws of the Czech Republic, with its registered seat at V Horkach 76/18, Liberec IX-Januv Dul, 460 07 Liberec, ID-No. (IC): 241 91 329, registered in the Commercial Register maintained by the Regional Court in Usti nad Labem, File No. B 2438 ("Seller 1"), and Juves one a.s., a joint stock company (akciova spolecnost) organized under the laws of the Czech Republic, with its re

Definitions. a) The following terms, as used herein, have the following meanings: "1933 Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. "1934 Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person; provided that the Company shall not be considered an Affiliate of Sellers. 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 correlative meanings. "Ancillary Agreements" means the Escrow Agreement, Service and Employment Agreements, Non-Competition Agreement and Lease Agreement. "Applicable Law" means, with respect to any Person, any transnational, domestic or foreign federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise. "Balance Sheet" means the audited balance sheet of the Company as of December 31, 2014. "Balance Sheet Date" means December 31, 2014. "Bank Accounts" means the following bank accounts of the Company: (i) 2110227950/2700 (JPY) maintained by UniCredit Bank, (ii) 2110227926/2700 (CZK) maintained by UniCredit Bank, (iii) 2110227934/2700 (EUR) maintained by UniCredit Bank, (iv) 2110227942/2700 (USD) maintained by UniCredit Bank, (v) 4515133602/855 901 00 (EUR) maintained by Volksbank Lobau-Zittau eG, (vi) 5063772/0800 maintained by Ceska sporitelna, a.s., and (vii) 5063852/0800 maintained by Ceska sporitelna, a.s. "Business Day" means a day, other than Saturday, Sunday or other day on which commercial banks in the Czech Republic are authorized or required to close. "Cash Consideration" means USD$15,000,000.00. "Change of Control Payments" means all amounts (including any bonus, severance or other payments) that shall become payable (whether currently or in the future) to any employees, consultants or contractors of the Company as a result of or in connection with any "change of control" provision binding on the Company triggered by the entry into this Agreement, the Ancillary Agreements, the Closing of the sale of the Equity Interests pursuant to this Agreement, the Post-Closing Merger or any other transaction contemplated by this Agreement (either alone or together with any other trigger event), together with the employer portion of all payroll Taxes or similar employer Taxes relating thereto. "Civil Code" means Czech Act No. 89/2012 Coll., as amended. "Closing Date" means the date of the Closing. "Commercial Register" means the Czech Commercial Register (in Czech: obchodni rejstrik). "Company Transaction Expenses" means all fees and expenses accrued or incurred or payable by or on behalf of the Company in connection with the negotiation of this Agreement and the Ancillary Agreements, consummation of the Closing of the sale of the Equity Interests consummation of the Real Property Transfer or any of the other transactions contemplated hereby, including all legal, accounting, investment banking and financial advisory fees and expenses. For the avoidance of doubt, any fees and expenses that are contingent upon the Closing shall be deemed to have been accrued as of immediately prior to the Closing. "Contracts" means all contracts, agreements, leases, licenses, sub-licenses, commitments, sales and purchase orders and statements of work and other instruments, whether written or oral. "Collective Bargaining Agreement" means any written or oral agreement, memorandum of understanding or other contractual obligation between the Company and any labor organization or other authorized employee representative. "Company Employee" means an employee of the Company. "Company Return" means any Tax Return of, with respect to or that includes the Company. "Covered Tax" means with respect to the Company any (A) Tax of the Company described in clause (i) of the definition of Tax related to a Pre-Closing Tax Period; (B) any Tax relating to the Real Property Transfer or the ownership of MICONEX Real Estate (C) Tax described in clause (ii) or (iii) of the definition of Tax; and (D) Tax of the Company resulting from a breach by the Company or Sellers of any representation, covenant or agreement contained herein. "Czech Accounting Standards" means the principles and standards set forth in Czech Act No. 563/1991 Coll., on Accountancy, as subsequently amended, and the legal regulations implementing this Act, and al

DEFINITIONS from Deed of Lease

THIS DEED OF LEASE (the Lease) is made and entered into this 31 day of July, 2012, by and between NORTH GLEBE OFFICE, L.L.C., a Delaware limited liability company (Landlord) and EVOLENT HEALTH, INC., a Delaware corporation (Tenant).

DEFINITIONS. Lease Specific A. Building: a ten (10) story building containing approximately two hundred seventy-four thousand two hundred ninety (274,290) square feet of office rentable area and three hundred one thousand eight hundred ninety-five (301,895) square feet of total rentable area as of the date hereof and located at 800 N. Glebe Road, Arlington, Virginia. Except as otherwise expressly provided in this Lease, the term Building shall include all portions of said building, including, but not limited to, the Premises, the Common Areas and the garage. B. Premises: approximately thirty-three thousand nine hundred seventy-two (33,972) square feet of rentable area comprising the entire fifth (5th) floor of the Building, as more particularly designated on Exhibit A, and subject to expansion pursuant to Sections 44, 45 and 46 hereof. The rentable area in the Building and in the Premises has been determined by Landlords architect in accordance with the Building Owners and Managers Association International Standard Method for Measuring Floor Area in Office Buildings, ANSI/BOMA Z65.1-1996 (the BOMA Method), and such measurement has been conclusively accepted by Landlord and Tenant. No remeasurement of the Premises or the Building shall result in any modification to the economic terms set forth in this Lease. C. [Intentionally Omitted.] D. Term: Approximately seventy-two (72) months following the Lease Commencement Date, as more particularly defined in Section 2.A. hereof. E. Anticipated Lease Commencement Date: January 1, 2013. The actual Lease Commencement Date shall be the date defined as such in Section 2.A. hereof. F. Base Rent: One Million One Hundred Eighty-Nine Thousand Twenty Dollars ($1,189,020.00) for the first Lease Year, divided into twelve (12) equal monthly installments of Ninety-Nine Thousand Eighty-Five Dollars ($99,085.00) for the first Lease Year, and thereafter as increased by the Base Rent Annual Escalation Percentage, as set forth in Section 4.A hereof. G. Base Rent Annual Escalation Percentage: two and three quarters percent (2.75%). H. [Intentionally Omitted.]. I. [Intentionally Omitted.]. J. Security Deposit: Two Million Dollars ($2,000,000.00), subject to reduction as set forth in Section 35.A. hereof and subject to increase as set forth in Sections 44, 45 and 46 hereof. K. Brokers: Jones Lang LaSalle Americas, Inc., as agent for Tenant. L. Tenant Notice Address: 3101 Wilson Boulevard, Suite 500, Arlington, Virginia 22201, Attn: VP, Finance & Operations until Tenant has commenced beneficial use of the Premises, and at the Premises, Attn: VP, Finance & Operations, after Tenant has commenced beneficial use of the Premises. M. Landlord Notice Address: JBG/Commercial Management, L.L.C., 4445 Willard Avenue, Suite 400, Chevy Chase, Maryland 20815, Attention: Executive Vice President-Commercial Asset Management, with copies to: Greenstein DeLorme & Luchs, P.C., 1620 L Street, N.W., Suite 900, Washington, D.C. 20036, Attention: Abraham J. Greenstein, Esq. N. Landlord Payment Address: North Glebe Office, L.L.C. and delivered to North Glebe Office, L.L.C. at 4445 Willard Avenue, Chevy Chase, MD 20815, Attention: Accounts Receivable Department. O. Building Hours: 8:00 a.m. to 7:00 p.m. on Monday through Friday (excluding Holidays) and 9:00 a.m. to 1:00 p.m. on Saturday (excluding Holidays), and such other hours, if any, as Landlord from time to time determines. P. Guarantor(s): None. Q. Parking Permits: As set forth in Section 34 hereof. General R. Alterations: Any improvements, alterations, fixed decorations or modifications, structural or otherwise, to the Premises, the Building or the Land, as defined below, including but not limited to the installation or modification of carpeting, partitions, counters, doors, air conditioning ducts, plumbing, piping, lighting fixtures, wiring, hardware, locks, ceilings and window and wall coverings. S. Common Areas: Those areas of the Building and/or Land, as the case may be, made available by Landlord for use by Tenant in common with Landlord, other tenants of the Building and the employees, agents and invitees of Landlord and of such other tenants. Notwithstanding the fact that the Premises comprise the entire leasable area of the fifth (5th) floor of the Building, and may at some date comprise the entire leasable area of the sixth (6th) floor of the Building, Landlord shall maintain the core area facilities on such floor(s), including core area restrooms, water fountains, utility closets, and the like. T. Default Rate: That rate of interest which is five (5) percentage points above the annual rate of interest which is publicly announced by Bank of America or its successor entity, if applicable (Bank of America), from time to time as its prime rate of interest, irrespective of whether such rate is the lowest rate of interest charged by Bank of America to commercial borrowers. In the event that Bank of America ceases to announce such a prime rate of interest, Landlo

DEFINITIONS from Deed of Lease

THIS DEED OF LEASE (the Lease) is made and entered into this 31 day of July, 2012, by and between NORTH GLEBE OFFICE, L.L.C., a Delaware limited liability company (Landlord) and EVOLENT HEALTH, INC., a Delaware corporation (Tenant).

DEFINITIONS. Lease Specific A. Building: a ten (10) story building containing approximately two hundred seventy-four thousand two hundred ninety (274,290) square feet of office rentable area and three hundred one thousand eight hundred ninety-five (301,895) square feet of total rentable area as of the date hereof and located at 800 N. Glebe Road, Arlington, Virginia. Except as otherwise expressly provided in this Lease, the term Building shall include all portions of said building, including, but not limited to, the Premises, the Common Areas and the garage. B. Premises: approximately thirty-three thousand nine hundred seventy-two (33,972) square feet of rentable area comprising the entire fifth (5th) floor of the Building, as more particularly designated on Exhibit A, and subject to expansion pursuant to Sections 44, 45 and 46 hereof. The rentable area in the Building and in the Premises has been determined by Landlords architect in accordance with the Building Owners and Managers Association International Standard Method for Measuring Floor Area in Office Buildings, ANSI/BOMA Z65.1-1996 (the BOMA Method), and such measurement has been conclusively accepted by Landlord and Tenant. No remeasurement of the Premises or the Building shall result in any modification to the economic terms set forth in this Lease. C. [Intentionally Omitted.] D. Term: Approximately seventy-two (72) months following the Lease Commencement Date, as more particularly defined in Section 2.A. hereof. E. Anticipated Lease Commencement Date: January 1, 2013. The actual Lease Commencement Date shall be the date defined as such in Section 2.A. hereof. F. Base Rent: One Million One Hundred Eighty-Nine Thousand Twenty Dollars ($1,189,020.00) for the first Lease Year, divided into twelve (12) equal monthly installments of Ninety-Nine Thousand Eighty-Five Dollars ($99,085.00) for the first Lease Year, and thereafter as increased by the Base Rent Annual Escalation Percentage, as set forth in Section 4.A hereof. G. Base Rent Annual Escalation Percentage: two and three quarters percent (2.75%). H. [Intentionally Omitted.]. I. [Intentionally Omitted.]. J. Security Deposit: Two Million Dollars ($2,000,000.00), subject to reduction as set forth in Section 35.A. hereof and subject to increase as set forth in Sections 44, 45 and 46 hereof. K. Brokers: Jones Lang LaSalle Americas, Inc., as agent for Tenant. L. Tenant Notice Address: 3101 Wilson Boulevard, Suite 500, Arlington, Virginia 22201, Attn: VP, Finance & Operations until Tenant has commenced beneficial use of the Premises, and at the Premises, Attn: VP, Finance & Operations, after Tenant has commenced beneficial use of the Premises. M. Landlord Notice Address: JBG/Commercial Management, L.L.C., 4445 Willard Avenue, Suite 400, Chevy Chase, Maryland 20815, Attention: Executive Vice President-Commercial Asset Management, with copies to: Greenstein DeLorme & Luchs, P.C., 1620 L Street, N.W., Suite 900, Washington, D.C. 20036, Attention: Abraham J. Greenstein, Esq. N. Landlord Payment Address: North Glebe Office, L.L.C. and delivered to North Glebe Office, L.L.C. at 4445 Willard Avenue, Chevy Chase, MD 20815, Attention: Accounts Receivable Department. O. Building Hours: 8:00 a.m. to 7:00 p.m. on Monday through Friday (excluding Holidays) and 9:00 a.m. to 1:00 p.m. on Saturday (excluding Holidays), and such other hours, if any, as Landlord from time to time determines. P. Guarantor(s): None. Q. Parking Permits: As set forth in Section 34 hereof. General R. Alterations: Any improvements, alterations, fixed decorations or modifications, structural or otherwise, to the Premises, the Building or the Land, as defined below, including but not limited to the installation or modification of carpeting, partitions, counters, doors, air conditioning ducts, plumbing, piping, lighting fixtures, wiring, hardware, locks, ceilings and window and wall coverings. S. Common Areas: Those areas of the Building and/or Land, as the case may be, made available by Landlord for use by Tenant in common with Landlord, other tenants of the Building and the employees, agents and invitees of Landlord and of such other tenants. Notwithstanding the fact that the Premises comprise the entire leasable area of the fifth (5th) floor of the Building, and may at some date comprise the entire leasable area of the sixth (6th) floor of the Building, Landlord shall maintain the core area facilities on such floor(s), including core area restrooms, water fountains, utility closets, and the like. T. Default Rate: That rate of interest which is five (5) percentage points above the annual rate of interest which is publicly announced by Bank of America or its successor entity, if applicable (Bank of America), from time to time as its prime rate of interest, irrespective of whether such rate is the lowest rate of interest charged by Bank of America to commercial borrowers. In the event that Bank of America ceases to announce such a prime rate of interest, Landlo

Definitions from Asset Purchase Agreement

This ASSET PURCHASE AGREEMENT is dated as of February , 2015 (this Agreement) by and among (i) Stephens Media LLC, a Nevada limited liability company (Stephens), Stephens Media Iowa, LLC, an Iowa limited liability company, and Stephens Media Intellectual Property, LLC, a Delaware limited liability company (each a Seller, and together the Sellers), and (ii) DB Acquisition, Inc., a Delaware corporation (the Purchaser).

Definitions. When used in this Agreement, the following terms shall have the respective meanings set forth below. Accounting Firm has the meaning set forth in Section 6.17. Accrued Employee Liabilities means accrued liabilities for paid time off, vacation and sick time with respect to Business Employees as of the Closing Date. Action means an action, suit, proceeding, claim, arbitration or litigation. Affiliate means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by or under common control with such specified Person. Agreement has the meaning set forth in the preamble hereto. Ancillary Agreements means the Bill of Sale, the Assignment and Assumption Agreement, the Assignments and Assumptions of Lease, the Trademark Assignments, the Domain Name Assignments, the Deeds, the Transition Services Agreement, the Transition Lease, the Letter Agreement and the other agreements, instruments and documents delivered at the Closing. Assigned Contracts has the meaning set forth in Section 2.1(e). Assignment and Assumption Agreement has the meaning set forth in Section 3.2(b). Assignment and Assumption of Lease has the meaning set forth in Section 3.2(f). Assumed Liabilities has the meaning set forth in Section 2.3. Balance Sheet Date has the meaning set forth in Section 4.5. Base Cash Consideration means one hundred and two million, five hundred thousand and 00/100 dollars ($102,500,000.00). Benefit Plan means any employee benefit plan as defined in Section 3(3) of ERISA that is subject to ERISA and maintained or contributed to by any Seller or any of their ERISA Affiliates for the benefit of any Business Employee, any other employee benefit plan, program, policy, promise or arrangement of any kind that is maintained or contributed to by any Seller or any of their ERISA Affiliates, or with respect to which any of the Sellers or their ERISA Affiliates may have Liability, in each case with respect to any Business Employee. Books and Records means books of account, general, financial, accounting, personnel (subject, in all instances to applicable Law) billing, warranty and shipping records, invoices, mailing lists, other distribution lists, customer and supplier lists, correspondence, engineering, maintenance, operating and production records, manuals, Intellectual Property disclosures and information, media materials, advertising and promotional materials, and credit records of customers and suppliers, in each case Related to the Business. Business has the meaning set forth in the Recitals. Business Day means a day other than a Saturday, Sunday or other day on which banks located in New York City are authorized or required by Law to close. Business Employee means any individual who is employed by any Seller at the Real Property. Business Intellectual Property means the Owned Intellectual Property and Licensed Intellectual Property. Business Permits has the meaning set forth in Section 4.8(a). Cash Consideration means the Base Cash Consideration plus or minus any amounts as calculated pursuant to Section 2.6(f). Claim Notice has the meaning set forth in Section 9.4(a). Closing has the meaning set forth in Section 3.1. Closing Cash Consideration has the meaning set forth in Section 2.6(b). Closing Date has the meaning set forth in Section 3.1. Closing Working Capital has the meaning set forth in Section 2.6(c). COBRA means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, Section 4980B of the Code, Title I Part 6 of ERISA, and any similar state group health plan continuation law. Code means the Internal Revenue Code of 1986, as amended. Collective Bargaining Agreements has the meaning set forth in Section 4.16(b). Contingent Worker has the meaning set forth in Section 4.16(c). Contract means any legally binding agreement, contract, commitment or arrangement Related to the Business other than any Benefit Plan. Current Assets has the meaning set forth in the definition of Working Capital. Current Liabilities has the meaning set forth in the definition of Working Capital. Deeds has the meaning set forth in Section 3.2(e). Domain Name Assignments has the meaning set forth in Section 3.2(d). Employee Loans means all loans made to Business Employees by the Sellers or their respective Affiliates (including, but not limited to, all education and technology loans). Environmental, Health and Safety Requirements means, as amended, all applicable federal, state and local statutes, regulations, ordinances, and similar binding provisions having the force or effect of law, all applicable and binding judicial and administrative orders, and all common law concerning public health and safety, worker health and safety, pollution, or protection of the environment, including without limitation all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threa

Definitions from Agreement of Sale and Purchase

THIS AGREEMENT OF SALE AND PURCHASE (this "Agreement") is entered into and effective for all purposes as of July 11, 2014 (the "Effective Date"), by and between HINES REIT AIRPORT CORPORATE CENTER LLC, a Delaware limited liability company ("HRACC I") and HINES REIT ACC II LLC, a Delaware limited liability company ("HRACC II"); HRACC I and HRACC II are each individually, a "Seller" and collectively the "Seller", depending upon the context in which such term is used), and CBRE SPUS7 ACQUISITIONS, LLC, a Delaware limited liability company ("Purchaser").

Definitions. For purposes of this Agreement, the following capitalized terms have the meanings set forth in this Section 1.1:"Acceptable Estoppel Certificates" has the meaning ascribed to such term in Section 7.2."Additional Deposit" has the meaning ascribed to such term in Section 4.1."Affiliate" means any person or entity that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with Purchaser or Seller, as the case may be. For the purposes of this definition, "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise, and the terms "controlling" and "controlled" have the meanings correlative to the foregoing."Agreement" has the meaning ascribed to such term in the opening paragraph."Approval Notice" has the meaning ascribed to such term in Section 5.4."Arbiter" has the meaning ascribed to such term in Section 10.9(c)."Assumption" has the meaning ascribed to such term in Section 5.7(c). "Assumed Debt" has the meaning ascribed to such term in Section 5.7(c)."Authorities" means the various governmental and quasi-governmental bodies or agencies having jurisdiction over Seller, the Real Property, the Improvements, or any portion thereof."Authorized Qualifications" has the meaning ascribed to such term in Section 10.8. "Blocked Person" has the meaning ascribed to such term in Section 7.3."Broker" has the meaning ascribed to such term in Section 11.1."Business Day" means any day other than a Saturday, Sunday or a day on which national banking associations are authorized or required to close in Houston, Texas or the City and State in which the Property is located. In the event that any date or any period provided for in this Agreement shall end on a day other than a Business Day, the applicable date shall be, or the period shall end on, the next Business Day."CERCLA" means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. SS 9601 et seq.), as amended by the Superfund Amendments Reauthorization Act of 1986 (42 U.S.C. SS 9601 et seq.), as the same may be amended."Certificate as to Foreign Status" has the meaning ascribed to such term in Section 10.3(e)."Certifying Party" has the meaning ascribed to such term in Section 4.6."Claim Dispute" has the meaning ascribed to such term in Section 10.9(a)."Claim Dispute Notice" has the meaning ascribed to such term in Section 10.9(b)."Claims" has the meaning ascribed to such term in Section 5.6(a)."Closing" means the consummation of the purchase and sale of the Property contemplated by this Agreement, as provided for in Article X."Closing Date" means the date on which the Closing occurs, which date shall be ten (10) Business Days after the later of: (i) the Contingency Date, or (ii) the approval of the Assumption by the Mortgage Lender in writing, which date may be extended only by Seller in its sole discretion in accordance with Section 10.1, or such earlier or later date to which Purchaser and Seller may hereafter agree in writing. Notwithstanding any other provision herein to the contrary, in no event shall Closing occur later than December 15, 2014 (TIME BEING OF THE ESSENCE) without the written consent of both Seller and Purchaser, and neither party shall have the right to extend the Closing Date pursuant to any provision of this Agreement beyond such deadline."Closing Documents" has the meaning ascribed to such term in Section 16.1."Closing Statement" has the meaning ascribed to such term in Section 10.4(a)."Closing Surviving Obligations" means the covenants, rights, liabilities and obligations set forth, respectively, in Sections 3.2 (subject to Section 16.1), 4.8, 4.10, 5.2 (b), 5.2(d), 5.3, 5.5, 5.6, 8.1 (subject to Section 16.1), 8.2 (subject to Section 16.1), 10.3(r), 10.4 (subject to the limitations therein), 10.6, 10.7, 10.9, 11.1, 13.3, 15.1, 16.1, and Article XVII."Closing Time" has the meaning ascribed to such term in Section 10.4(a)."Code" has the meaning ascribed to such term in Section 4.10."Contingency Date" shall mean July 31, 2014."Current Survey" has the meaning ascribed to such term in Section 6.1"Deed" has the meaning ascribed to such term in Section 10.3(a). "Delinquent" has the meaning ascribed to such term in Section 10.4(b)."Delinquent Rental Proration Period" has the meaning ascribed to such term in Section 10.4(b)."Deposit Time" means 1:00 p.m. Miami, Florida Time on the Closing Date."Documents" has the meaning ascribed to such term in Section 5.2(a)."Due Diligence Items" has the meaning ascribed to such term in Section 5.4."Earnest Money Deposit" has the meaning ascribed to such term in Section 4.1."Effective Date" has the meaning ascribed to such term in the opening paragraph of this Agreement."Environmental Laws" means all federal, state and local laws, rules, statutes, directives, bin

Definitions from Amended and Restated Loan and Security Agreement

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this Agreement) dated as of March 6, 2014 (the Effective Date) by and among (i) SILICON VALLEY BANK, a California corporation with a loan production office located at 14185 Dallas Parkway, Suite 760, Dallas TX 75254 (Bank), (ii) MAVENIR SYSTEMS, INC., a Delaware corporation (Mavenir), (iii) MAVENIR HOLDINGS, INC., a Delaware corporation (Holdings), (iv) MAVENIR SYSTEMS IP HOLDINGS, LLC, a Delaware limited liability company (Mavenir IP) each with offices located at 1700 International Parkway, Suite 200, Richardson, TX 75081, (v) MAVENIR SYSTEMS HOLDINGS LIMITED, a company registered under the laws of England and Wales under company number 05181808 whose registered office is at 76 Wallingford Road, Shillingford, Oxfordshire OX10 7EU, United Kingdom (U.K. Holdings), (vi) MAVENIR SYSTEMS UK LIMITED, a company registered under the laws of England and Wales under company number 04388973 whose registered office is at 76 Wallingford Road,

Definitions. As used in the Loan Documents, the word shall is mandatory, the word may is permissive, the word or is not exclusive, the words includes and including are not limiting and the singular includes the plural. As used in this Agreement, the following capitalized terms have the following meanings: Account is any account as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Loan Party. Account Debtor is any account debtor as defined in the Code with such additions to such term as may hereafter be made. Acquisition is (a) the purchase or other acquisition by Borrower or any Subsidiary of all or substantially all of the assets of any other Person, or (b) the purchase or other acquisition (whether by means of merger, consolidation, or otherwise) by Borrower or any Subsidiary of all or substantially all of the stock or other equity interest of any other Person. Advance or Advances means an advance (or advances) under the Revolving Line. Affiliate is, with respect to any Person, each other Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Persons senior executive officers, directors, partners and, for any Person that is a limited liability company or limited liability partnership, that Persons managers and members. Agreement is defined in the preamble hereof. Australian Guarantor is Mavenir Systems Australia Pty. Limited, an entity organized under the laws of Australia. Australian Guaranty is that certain Unconditional Guaranty by Australian Guarantor in favor of Bank, dated as of February 13, 2013, as the same may be amended, amended and restated, modified, reaffirmed and/or supplemented from time to time. Availability Amount is (a) the lesser of (i) the Revolving Line or (ii) the amount available under the Borrowing Base minus (b) the outstanding principal balance of any Advances. Bank is defined in the preamble hereof. Bank Expenses are all audit fees and expenses, costs, and expenses (including reasonable attorneys fees and expenses) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower or any Guarantor. Bank Services Facility is the collective reference to the letter of credit facility described in Section 2.1.3, the foreign exchange contract facility described in Section 2.1.4 and the cash management services facility described in Section 2.1.5. Borrower is defined in the preamble hereof. Borrowers Books are all Borrowers books and records including ledgers, federal and state tax returns, records regarding Borrowers assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. Borrowing Base is the sum of (a) eighty percent (80%) of Eligible Accounts plus (b) without duplication, seventy percent (70%) of Eligible Foreign Accounts plus (c) without duplication, seventy percent (70%) of Eligible Domestic-Billed Foreign Accounts; provided that, such amount described in this clause (c) shall not exceed Five Million Dollars ($5,000,000.00) in the aggregate plus (d) without duplication, thirty-five percent (35%) of Borrowers Eligible Unbilled Accounts; provided that, such amount described in this clause (d) shall not exceed Two Million Dollars ($2,000,000.00) in the aggregate, in each case as determined by Bank from Borrowers most recent Borrowing Base Certificate, provided, however, that Bank may decrease the foregoing amounts/percentages in its good faith business judgment based on events, conditions, contingencies, or risks which, as determined by Bank, may adversely affect the Collateral. Borrowing Base Certificate is that certain certificate included within each Transaction Report. Borrowing Resolutions are, with respect to any Person, those resolutions adopted by such Persons board of directors or other appropriate body and delivered by such Person to Bank approving the Loan Documents to which such Person is a party and the transactions contemplated thereby, together with a certificate executed by its secretary or other appropriate person on behalf of such Person certifying that (a) such Person has the authority to execute, deliver, and perform its obligations under each of the Loan Documents to which it is a party, (b) that attached as Exhibit A to such certificate is a true, correct, and complete copy of the resolutions then in full force and effect authorizing and ratifying the execution, delivery, and performance by such Person of the Loan Documents to which it is a party, (c) the name(s) of the Person(s) authorized to execute the Loan Documents on behalf of such Person, together with a sample o

Definitions from Mortgage Warehouse Loan and Security Agreement

This AMENDED AND RESTATED MORTGAGE WAREHOUSE LOAN AND SECURITY AGREEMENT is made and entered into as of May 1, 2010, by and between MERCHANTS BANK OF INDIANA (Lender) and STONEGATE MORTGAGE CORPORATION, an Ohio corporation (Borrower).

Definitions. As used herein, the following terms have the following meanings: Advance means an advance made by Lender under this Agreement. Agency means FHA, FHLMC, FNMA, RHS, USDA or VA; Agencies means FHA, FHLMC, FMNA, RHS, USDA and VA collectively. Agreement means this Amended and Restated Mortgage Warehouse Loan and Security Agreement and all amendments hereof and supplements hereto. Assignment of Mortgage means an executed and acknowledged assignment, notice of transfer or equivalent instrument, in recordable form naming Lender as assignee or in blank, of a Mortgage sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the assignment of such Mortgage by the Borrower, which assignment, notice of transfer or equivalent instrument may be in the form of one or more blanket assignments if (a) such blanket assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Properties are located to reflect of record the assignment of the Mortgage covered thereby and (b) if requested by Lender, Lender shall have received an opinion of counsel satisfactory to it to such effect. Borrower has the meaning set forth in the introduction hereto. Borrowing Rate shall mean the interest rate per annum (based on a year of 360 days and actual days elapsed) from time to time announced by the Wall Street Journal as the Prime Rate plus one hundred (100) basis points with each change in such interest rate to occur automatically effective as of the date of each such change; provided, however, in no event shall the Borrowing Rate be less than four percent (4.00%). Business Day means any day other than a Saturday, a Sunday or a day on which banking institutions in Indianapolis, Indiana are authorized or obligated by law or executive order to be closed. Closing Date means each Business Day on which Lender shall make an Advance to the Borrower. Closing Protection Letter means a letter issued by a title insurer in form and substance reasonably satisfactory to Lender pursuant to which such title insurer agrees to indemnify Borrower and Lender from losses resulting from its failure to follow written closing instructions or to obtain all required documents. Default means any event which, with the passage of time or the giving of notice, or both, would become an Event of Default. Escrow Payments means amounts constituting ground rents, taxes, assessments, water charges and sewer rents, primary mortgage guaranty insurance premiums, fire and hazard insurance premiums and other payments required to be placed in escrow by the mortgagor with the mortgagee or any agent thereof pursuant to any Mortgage. Event of Default has the meaning set forth in Section 8. FHA means the Federal Housing Administration. FHLMC means the Federal Home Loan Mortgage Corporation. FNMA means the Federal National Mortgage Association. Guaranty means an agreement in the form attached hereto as Exhibit A and by reference made a part hereof executed or to be executed by the Guarantors in favor of Lender and delivered to Lender which guarantees the performance of all of the Borrowers obligations hereunder. Guarantors mean collectively James J. Cutillo, Steve S. Landes and David F. Mason (individually, a Guarantor). Investor means with respect to each Mortgage Loan or Mortgage Loan Package, the party who has committed to purchase the Mortgage Loans on the secondary market through a Take-out. Line of Credit means the Existing Loan as renewed, modified and amended pursuant to the terms of this Agreement, as such loan may hereafter be from time to time amended or modified Line of Credit Note means the Amended and Restated Line of Credit Promissory Note in the form attached hereto as Exhibit B and by reference made a part hereof executed or to be executed by Borrower to Lender in the principal amount of Two Million and no/100 Dollars ($2,000,000.00). Loan-to-Value Ratio means the percentage which the original principal amount of a Note bears to the lesser of (i) the purchase price of the Mortgaged Property paid by the mortgagor at the origination of the Mortgage Loan and (ii) the appraised value of the Mortgaged Property, such appraised value being, for the purposes hereof, the amount set forth in an appraisal made in connection with the origination of such Mortgage Loan. Mortgage means, with respect to each Mortgage Loan, the mortgage, deed of trust or other security agreement creating a first lien on a fee simple interest in residential real property. Mortgage File means, with respect to each Mortgage Loan, a mortgage file for such Mortgage Loan containing each of the Mortgage Loan Documents and the Closing Protection Letter. Mortgage Loan shall mean shall mean an individual mortgage loan which conforms to the requirements of this Agreement and against which an Advance is outstanding; each Mortgage Loan originally sold and subject to this Agreement being identified on the related Mortgage Loan Schedu