5.0% Uses in Definitions Clause

Definitions from Supplemental Indenture

THIS TWENTIETH SUPPLEMENTAL INDENTURE is entered into as of May 26, 2017, by and between DDR Corp., an Ohio corporation (the Company), and U.S. Bank National Association (the Trustee), a national banking association organized and existing under the laws of the United States, as successor trustee to U.S. Bank Trust National Association, as successor to National City Bank.

Definitions. The definition of Consolidated Income Available for Debt Service is hereby amended in its entirety as follows: Consolidated Income Available for Debt Service for any period means Consolidated Net Income of the Company and its Subsidiaries (a) plus amounts which have been deducted for (i) interest on Debt of the Company and its Subsidiaries, (ii) provision for taxes of the Company and its Subsidiaries based on income, (iii) amortization of debt discount, and (iv) depreciation and amortization, and (b) excluding (i) any extraordinary, non-recurring and other unusual noncash charge, (ii) any gains and losses on sale of real estate, and (iii) the equity in net income or loss of joint ventures in which the Company or its Subsidiaries owns an interest to the extent not providing a source of, or requiring a use of, cash, respectively. The amendment of the definition of Consolidated Income Available for Debt Service relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. The definition of Designated Securities is hereby amended in its entirety as follows: Designated Securities means the Companys $300,000,000 principal amount of 4.625% Notes Due 2010, the Companys $275,000,000 principal amount of 3.875% Notes Due 2009, the Companys $250,000,000 principal amount of 5.25% Notes Due 2011, the Companys $200,000,000 principal amount of 5.0% Notes Due 2010, the Companys $200,000,000 principal amount of 5.5% Notes Due 2015, the Companys $350,000,000 principal amount of 5.375% Notes Due 2012, the Companys $300,000,000 principal amount of 9.625% Notes Due 2016, the Companys $300,000,000 principal amount of 7.50% Notes Due 2017, the Companys $300,000,000 principal amount of 7.875% Notes Due 2020, the Companys $300,000,000 principal amount of 4.75% Notes due 2018, the Companys $450,000,000 principal amount of 4.625% Notes due 2022, the Companys $300,000,000 principal amount of 3.375% Notes due 2023, the Companys $300,000,000 principal amount of 3.500% Notes due 2021, the Companys $500,000,000 principal amount of 3.625% Notes due 2025, the Companys $400,000,000 principal amount of 4.250% Notes due 2026 and the Companys $450,000,000 principal amount of 4.700% Notes due 2027. The definition of Maximum Annual Service Charge is hereby amended in its entirety as follows: Maximum Annual Service Charge as of any date means the maximum amount payable during the Companys four consecutive fiscal quarters most recently ended before such date for interest on, and required amortization of, Debt (including, in the case of the additional Debt being incurred, the pro forma effect of the Debt and intended application of the proceeds thereof as if such Debt had been outstanding for such four-quarter period). The amount payable for amortization shall include the amount of any sinking fund or other analogous fund for the retirement of Debt and the amount payable on account of principal of any such Debt that matures serially other than at the final maturity date of such Debt. The amendment of the definition of Maximum Annual Service Charge relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. The definition of Total Assets is hereby amended in its entirety as follows: Total Assets as of any date means the sum of (i) Undepreciated Real Estate Assets and (ii) all other assets of the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP (but excluding goodwill and unamortized debt costs) after eliminating intercompany accounts and transactions. The amendment of the definition of Total Assets relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. The definition of Unencumbered Real Estate Asset Value is hereby amended in its entirety as follows: Unencumbered Real Estate Asset Value as of any date means the sum of: (a) the Undepreciated Real Estate Assets, which are not encumbered by any mortgage, lien, charge, pledge or security interest, as of the end of the Companys latest fiscal quarter covered in the Companys Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if that filing is not required under the Securities Exchange Act of 1934, as amended, with the Trustee) prior to such date; provided, however, that all investments in unconsolidated limited partnerships, unconsolidated limited liability companies and other unconsolidated entities shall be excluded from Unencumbered Real Estate Asset Value; and (b) the purchase price of any real estate assets that are not encumbered by any mortgage, lien, charge, pledge, or security interest and were acquired by the Company or any Subsidiary after the end of such quarter; provided however, that all

Definitions from Loan and Security Agreement

THIS SUBORDINATED LOAN AND SECURITY AGREEMENT (this Agreement) dated as of April 25, 2017 (the Effective Date) between SILICON VALLEY BANK, a California corporation (Bank), and APPIAN CORPORATION, a Delaware corporation (Borrower), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

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 Borrower. Account Debtor is any account debtor as defined in the Code with such additions to such term as may hereafter be made. 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, that Persons managers and members. Agreement is defined in the preamble hereof. Appian UK is Appian Europe Limited, Borrowers wholly-owned Subsidiary organized under the laws of England and Wales. Authorized Signer is any individual listed in Borrowers Borrowing Resolution who is authorized to execute the Loan Documents, including any Credit Extension request, on behalf of Borrower. Bank is defined in the preamble hereof. Bank Entities is defined in Section 12.9. Bank Expenses are all audit fees and out-of-pocket expenses and out-of-pocket 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. Bank Services are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to Borrower or any of its Subsidiaries by Bank or any Bank Affiliate, including, without limitation, any letters of credit, cash management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Banks various agreements related thereto (each, a Bank Services Agreement). Bank Services Agreement is defined in the definition of Bank Services. 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 Resolutions are, with respect to any Person, those resolutions adopted by such Persons board of directors (and, if required under the terms of such Persons Operating Documents, stockholders) 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 on behalf of such Person certifying (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 set forth as a part of or attached as an exhibit 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, including any Credit Extension request, on behalf of such Person, together with a sample of the true signature(s) of such Person(s), and (d) that Bank may conclusively rely on such certificate unless and until such Person shall have delivered to Bank a further certificate canceling or amending such prior certificate. Business Day is any day that is not a Saturday, Sunday or a day on which Bank is closed. Cash Equivalents means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poors Ratings Group or Moodys Investors Service, Inc.; (c) Banks certificates of deposit issued maturing no more than one (1) year after issue; and (d) money market funds at least ninety-five percent (95%) of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (c) of this definition. Change in Control means (a) at any time, any person or group (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, shall become, or obtain r

Definitions from Securities Exchange Agreement

This Securities Exchange Agreement (this Agreement) is dated as of November 28, 2016, between Stemcells, Inc., a Delaware corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively, the Purchasers).

Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Debentures (as defined herein), and (b) the following terms have the meanings set forth in this Section 1.1: Acquiring Person shall have the meaning ascribed to such term in Section 4.7. Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act. Board of Directors means the board of directors of the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1. Closing Date means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to exchange the Existing Debentures and Exchange Shares and (ii) the Companys obligations to deliver the Debenture and Rights to Shares, in each case, have been satisfied or waived. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.01 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Company Counsel means Ruskin Moscou Faltischek, P.C., with offices located at 1425 RXR Plaza, East Tower, 15th Floor, Uniondale, New York 11556, or such other counsel retained by the Company from time to time. Conversion Price shall have the meaning ascribed to such term in the Debentures. Debentures means the 6% Convertible Debentures due, subject to the terms therein, three (3) years from their date of issuance, issued by the Company to the Purchasers hereunder, in the form of Exhibit A attached hereto. EGS means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302. Effective Date means the earliest of the date that (a) all of the Underlying Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions, (b) following the one year anniversary of the Closing Date provided that a holder of the Underlying Shares is not an Affiliate of the Company or (c) all of the Underlying Shares may be sold pursuant to an exemption from registration under Section 4(1) of the Securities Act without volume or manner-of-sale restrictions and Company Counsel has delivered to such holders a standing written unqualified opinion that resales may then be made by such holders of the Underlying Shares pursuant to such exemption which opinion shall be in form and substance reasonably acceptable to such holders. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Exchange Shares shall mean the shares of Common Stock exchanged hereunder for Rights to Shares as set forth in the Right to Share Agreement. Exempt Issuance means the issuance of (a) shares of Common Stock or options or other equity incentive compensation to eligible persons pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, p

Definitions from Securities Exchange Agreement

This Securities Exchange Agreement (this Agreement) is dated as of November 28, 2016, between Stemcells, Inc., a Delaware corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively, the Purchasers).

Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Debentures (as defined herein), and (b) the following terms have the meanings set forth in this Section 1.1: Acquiring Person shall have the meaning ascribed to such term in Section 4.7. Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act. Board of Directors means the board of directors of the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1. Closing Date means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to exchange the Existing Debentures and Exchange Shares and (ii) the Companys obligations to deliver the Debenture and Rights to Shares, in each case, have been satisfied or waived. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.01 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Company Counsel means Ruskin Moscou Faltischek, P.C., with offices located at 1425 RXR Plaza, East Tower, 15th Floor, Uniondale, New York 11556, or such other counsel retained by the Company from time to time. Conversion Price shall have the meaning ascribed to such term in the Debentures. Debentures means the 6% Convertible Debentures due, subject to the terms therein, three (3) years from their date of issuance, issued by the Company to the Purchasers hereunder, in the form of Exhibit A attached hereto. EGS means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302. Effective Date means the earliest of the date that (a) all of the Underlying Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions, (b) following the one year anniversary of the Closing Date provided that a holder of the Underlying Shares is not an Affiliate of the Company or (c) all of the Underlying Shares may be sold pursuant to an exemption from registration under Section 4(1) of the Securities Act without volume or manner-of-sale restrictions and Company Counsel has delivered to such holders a standing written unqualified opinion that resales may then be made by such holders of the Underlying Shares pursuant to such exemption which opinion shall be in form and substance reasonably acceptable to such holders. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Exchange Shares shall mean the shares of Common Stock exchanged hereunder for Rights to Shares as set forth in the Right to Share Agreement. Exempt Issuance means the issuance of (a) shares of Common Stock or options or other equity incentive compensation to eligible persons pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, p

Definitions from Investor Rights Agreement

THIS INVESTOR RIGHTS AGREEMENT (this Agreement) is made as of April 29, 2016, by and among Roivant Endocrinology Ltd., an exempted limited company incorporated under the laws of Bermuda (the Company), and Roivant Sciences Ltd. and Takeda Pharmaceuticals International AG (Takeda) (each, an Investor).

Definitions. For purposes of this Agreement: 1.1 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, including without limitation any parent or direct or indirect subsidiary or any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person. 1.2 Board means the Board of Directors of the Company. 1.3 Change of Control means (i) any consolidation, amalgamation or merger of the Company with or into any other corporation or other Person, or any other corporate reorganization or similar transaction, in which the holders of outstanding voting securities of the Company immediately prior to such consolidation, merger, reorganization or similar transaction hold, directly or indirectly, less than fifty percent (50%) of the outstanding voting securities of the Company or of the surviving or resulting entity (or the power to direct or cause the direction of the management and policies of the surviving or resulting entity) immediately after such consolidation, merger, reorganization or similar transaction; or (ii) any transaction or series of related transactions as a result of which the holders of outstanding voting securities of the Company immediately prior to such transaction or transactions hold, directly or indirectly, less than fifty percent (50%) of the outstanding voting securities of the Company (or the power to direct or cause the direction of the management and policies of the Company) immediately after such transaction or transactions. 1.4 Common Shares means the common shares, US$0.00001 par value per share of the Company. 1.5 Damages means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (b) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (c) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law. 1.6 Derivative Securities means any securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), Common Shares, including options and warrants. 1.7 Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 1.8 Excluded Registration means (a) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to an equity option, equity purchase, or similar plan; (b) a registration relating to an SEC Rule 145 transaction; or (c) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities. 1.9 Exempted Securities means (a) Common Shares or Derivative Securities issued by reason of a dividend, stock split, split-up or other distribution on Common Shares; (b) Common Shares or Derivative Securities issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board; (c) Common Shares actually issued upon the exercise or conversion of Derivative Securities, in each case provided such issuance is pursuant to the terms of such Derivative Security; (d) Common Shares or Derivative Securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Board; (e) Common Shares or Derivative Securities issued to suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions approved by the Board; (f) Common Shares or Derivative Securities issued pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement, provided that such issuances are approved by the Board; and (g) Common Shares or Derivative Securities issued in connection with spo

Definitions from Investor Rights Agreement

THIS INVESTOR RIGHTS AGREEMENT (this Agreement) is made as of April 29, 2016, by and among Roivant Endocrinology Ltd., an exempted limited company incorporated under the laws of Bermuda (the Company), and Roivant Sciences Ltd. and Takeda Pharmaceuticals International AG (Takeda) (each, an Investor).

Definitions. For purposes of this Agreement: 1.1 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, including without limitation any parent or direct or indirect subsidiary or any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person. 1.2 Board means the Board of Directors of the Company. 1.3 Change of Control means (i) any consolidation, amalgamation or merger of the Company with or into any other corporation or other Person, or any other corporate reorganization or similar transaction, in which the holders of outstanding voting securities of the Company immediately prior to such consolidation, merger, reorganization or similar transaction hold, directly or indirectly, less than fifty percent (50%) of the outstanding voting securities of the Company or of the surviving or resulting entity (or the power to direct or cause the direction of the management and policies of the surviving or resulting entity) immediately after such consolidation, merger, reorganization or similar transaction; or (ii) any transaction or series of related transactions as a result of which the holders of outstanding voting securities of the Company immediately prior to such transaction or transactions hold, directly or indirectly, less than fifty percent (50%) of the outstanding voting securities of the Company (or the power to direct or cause the direction of the management and policies of the Company) immediately after such transaction or transactions. 1.4 Common Shares means the common shares, US$0.00001 par value per share of the Company. 1.5 Damages means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (b) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (c) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law. 1.6 Derivative Securities means any securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), Common Shares, including options and warrants. 1.7 Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 1.8 Excluded Registration means (a) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to an equity option, equity purchase, or similar plan; (b) a registration relating to an SEC Rule 145 transaction; or (c) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities. 1.9 Exempted Securities means (a) Common Shares or Derivative Securities issued by reason of a dividend, stock split, split-up or other distribution on Common Shares; (b) Common Shares or Derivative Securities issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board; (c) Common Shares actually issued upon the exercise or conversion of Derivative Securities, in each case provided such issuance is pursuant to the terms of such Derivative Security; (d) Common Shares or Derivative Securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Board; (e) Common Shares or Derivative Securities issued to suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions approved by the Board; (f) Common Shares or Derivative Securities issued pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement, provided that such issuances are approved by the Board; and (g) Common Shares or Derivative Securities issued in connection with spo

Definitions from Investment Agreement

INVESTMENT AGREEMENT, dated as of September 1, 2016 (this Agreement), among Yum! Brands, Inc., a North Carolina corporation (Parent); Yum China Holdings, Inc., a Delaware corporation and, as of the date hereof (prior to, and without giving effect to, the Investment (as defined below) contemplated hereby and the Distribution (as defined below)), a wholly owned subsidiary of Parent (the Company); and API (Hong Kong) Investment Limited, a company incorporated under the laws of Hong Kong (the Investor and, collectively with Parent and the Company, the Parties).

Definitions. Capitalized terms used in this Agreement have the meanings set forth in this Agreement or, when so indicated, in the applicable Transaction Agreement. As used in this Agreement: Action has the meaning set forth in Section 3.1(c)(i). Adjusted VWAP Price Per Share means the price per share of Company Common Stock, expressed in U.S. Dollars, obtained by multiplying (i) the volume weighted average price of a share of Company Common Stock listed on the New York Stock Exchange during the Measurement Period by (ii) 0.92; provided, that if the foregoing product is greater than the Upper Benchmark, the Adjusted VWAP Price Per Share shall be equal to the Upper Benchmark, and if the foregoing product is less than the Lower Benchmark, the Adjusted VWAP Price Per Share shall be equal to the Lower Benchmark. AF Reserved Matters has the meaning set forth in Section 9.17. Affiliate means (except as specifically otherwise defined), when used with respect to a specified Person, a Person that, directly or indirectly, through one (1) or more intermediaries, controls, is controlled by, or is under common control with, such specified Person; provided that from and after the Closing, (x) neither the Company nor any of its Subsidiaries shall be considered an Affiliate of Parent or any of its Subsidiaries or of any Affiliate of Parent or its Subsidiaries; and (y) neither Parent nor any of its Subsidiaries shall be considered an Affiliate of the Company or any of its Subsidiaries or of any Affiliate of the Company or its Subsidiaries. Notwithstanding anything herein to the contrary, with respect to the Investor, Affiliate shall mean (i) Zhejiang Ant Small and Micro Financial Services Group Co., Ltd., or (ii) a Person that, directly or indirectly, through one (1) or more intermediaries, is controlled by Zhejiang Ant Small and Micro Financial Services Group Co., Ltd., but in any event excluding the Persons listed in Annex B hereto and their respective controlled Persons; provided, that solely for purposes of Sections 3.1(b) and 3.1(c) hereof, the first two Persons set forth on Annex B shall only be excluded to the extent such Persons would not otherwise be deemed to be an Affiliate under this definition. For purposes of this definition, control (including with its correlative meanings controlled by and under common control with), when used with respect to any specified Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. Agreement has the meaning set forth in the Preamble. Applicable Law means any applicable national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Entity. Balance Sheet Date means May 31, 2016. Beneficially Own has the meaning set forth in the Shareholders Agreement. Benefit Plans means each material benefit plan, contract, program, policy, arrangement or agreement, whether written or unwritten and whether insured or self-insured, maintained, sponsored or contributed to by the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries has any liability or makes or is required to make contributions with respect to the employees, officers, directors or independent contractors of the Company or any of its Subsidiaries, including any retirees, former employees, officers, directors or independent contractors of the Company or any of its Subsidiaries (collectively, the Employees) each employment, health, welfare, housing funds, incentive, incentive compensation, deferred compensation, share purchase, share compensation, share appreciation, insurance arrangement, material perquisite, phantom stock, disability, severance, vacation, termination, savings, profit sharing, pension, superannuation funds retirement benefit, pension scheme, retirement, supplement retirement, retention and fringe benefit plan, program, contract, program, policy, arrangement or agreement. Board of Directors means the board of directors or similar governing body of any specified Person. Business Day means any day other than a Saturday, Sunday or a day on which banking institutions are generally authorized or required by law to close in any of the cities of New York, New York, Dallas, Texas, Hong Kong, Singapore or Shanghai, China. China means the Peoples Republic of China, but solely for the purposes of this Agreement and other Transaction Agreements, excluding Hong Kong, Macau and

Definitions from Investment Agreement

INVESTMENT AGREEMENT, dated as of September 1, 2016 (this Agreement), among Yum! Brands, Inc., a North Carolina corporation (Parent); Yum China Holdings, Inc., a Delaware corporation and, as of the date hereof (prior to, and without giving effect to, the Investment (as defined below) contemplated hereby and the Distribution (as defined below)), a wholly owned subsidiary of Parent (the Company); and Pollos Investment L.P., a Cayman Islands limited partnership (the Investor and, collectively with Parent and the Company, the Parties).

Definitions. Capitalized terms used in this Agreement have the meanings set forth in this Agreement or, when so indicated, in the applicable Transaction Agreement. As used in this Agreement: Action has the meaning set forth in Section 3.1(c)(i). Adjusted VWAP Price Per Share means the price per share of Company Common Stock, expressed in U.S. Dollars, obtained by multiplying (i) the volume weighted average price of a share of Company Common Stock listed on the New York Stock Exchange during the Measurement Period by (ii) 0.92; provided, that if the foregoing product is greater than the Upper Benchmark, the Adjusted VWAP Price Per Share shall be equal to the Upper Benchmark, and if the foregoing product is less than the Lower Benchmark, the Adjusted VWAP Price Per Share shall be equal to the Lower Benchmark. AF has the meaning set forth in the Recitals. AF Investment Agreement has the meaning set forth in the Recitals. AF Investor Shares has the meaning ascribed to Investor Shares in the AF Investment Agreement. AF Warrant 1 Shares has the meaning ascribed to Warrant 1 Shares in the AF Investment Agreement. Affiliate means (except as specifically otherwise defined), when used with respect to a specified Person, a Person that, directly or indirectly, through one (1) or more intermediaries, controls, is controlled by, or is under common control with, such specified Person; provided that from and after the Closing, (x) neither the Company nor any of its Subsidiaries shall be considered an Affiliate of Parent or any of its Subsidiaries or of any Affiliate of Parent or its Subsidiaries; and (y) neither Parent nor any of its Subsidiaries shall be considered an Affiliate of the Company or any of its Subsidiaries or of any Affiliate of the Company or its Subsidiaries. For purposes of this definition, control (including with its correlative meanings controlled by and under common control with), when used with respect to any specified Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. Agreement has the meaning set forth in the Preamble. Applicable Law means any applicable national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Entity. Balance Sheet Date means May 31, 2016. Beneficially Own has the meaning set forth in the Shareholders Agreement. Benefit Plans means each material benefit plan, contract, program, policy, arrangement or agreement, whether written or unwritten and whether insured or self-insured, maintained, sponsored or contributed to by the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries has any liability or makes or is required to make contributions with respect to the employees, officers, directors or independent contractors of the Company or any of its Subsidiaries, including any retirees, former employees, officers, directors or independent contractors of the Company or any of its Subsidiaries (collectively, the Employees) each employment, health, welfare, housing funds, incentive, incentive compensation, deferred compensation, share purchase, share compensation, share appreciation, insurance arrangement, material perquisite, phantom stock, disability, severance, vacation, termination, savings, profit sharing, pension, superannuation funds retirement benefit, pension scheme, retirement, supplement retirement, retention and fringe benefit plan, program, contract, program, policy, arrangement or agreement. Board of Directors means the board of directors or similar governing body of any specified Person. Business Day means any day other than a Saturday, Sunday or a day on which banking institutions are generally authorized or required by law to close in any of the cities of New York, New York, Dallas, Texas, Hong Kong, Singapore or Shanghai, China. China means the Peoples Republic of China, but solely for the purposes of this Agreement and other Transaction Agreements, excluding Hong Kong, Macau and Taiwan. China Business means, collectively, (a) the business, operations and activities of or relating to the China Division conducted at any time prior to the Effective Time by the Parent or the Company or any of their current or former Subsidiaries, and (b) any terminated, divested or discontinued businesses, operations and activities that, at the time of termination, divestiture or discontinuation, primarily related to the business

Definitions from Investment Agreement

INVESTMENT AGREEMENT, dated as of September 1, 2016 (this Agreement), among Yum! Brands, Inc., a North Carolina corporation (Parent); Yum China Holdings, Inc., a Delaware corporation and, as of the date hereof (prior to, and without giving effect to, the Investment (as defined below) contemplated hereby and the Distribution (as defined below)), a wholly owned subsidiary of Parent (the Company); and API (Hong Kong) Investment Limited, a company incorporated under the laws of Hong Kong (the Investor and, collectively with Parent and the Company, the Parties).

Definitions. Capitalized terms used in this Agreement have the meanings set forth in this Agreement or, when so indicated, in the applicable Transaction Agreement. As used in this Agreement: Action has the meaning set forth in Section 3.1(c)(i). Adjusted VWAP Price Per Share means the price per share of Company Common Stock, expressed in U.S. Dollars, obtained by multiplying (i) the volume weighted average price of a share of Company Common Stock listed on the New York Stock Exchange during the Measurement Period by (ii) 0.92; provided, that if the foregoing product is greater than the Upper Benchmark, the Adjusted VWAP Price Per Share shall be equal to the Upper Benchmark, and if the foregoing product is less than the Lower Benchmark, the Adjusted VWAP Price Per Share shall be equal to the Lower Benchmark. AF Reserved Matters has the meaning set forth in Section 9.17. Affiliate means (except as specifically otherwise defined), when used with respect to a specified Person, a Person that, directly or indirectly, through one (1) or more intermediaries, controls, is controlled by, or is under common control with, such specified Person; provided that from and after the Closing, (x) neither the Company nor any of its Subsidiaries shall be considered an Affiliate of Parent or any of its Subsidiaries or of any Affiliate of Parent or its Subsidiaries; and (y) neither Parent nor any of its Subsidiaries shall be considered an Affiliate of the Company or any of its Subsidiaries or of any Affiliate of the Company or its Subsidiaries. Notwithstanding anything herein to the contrary, with respect to the Investor, Affiliate shall mean (i) Zhejiang Ant Small and Micro Financial Services Group Co., Ltd., or (ii) a Person that, directly or indirectly, through one (1) or more intermediaries, is controlled by Zhejiang Ant Small and Micro Financial Services Group Co., Ltd., but in any event excluding the Persons listed in Annex B hereto and their respective controlled Persons; provided, that solely for purposes of Sections 3.1(b) and 3.1(c) hereof, the first two Persons set forth on Annex B shall only be excluded to the extent such Persons would not otherwise be deemed to be an Affiliate under this definition. For purposes of this definition, control (including with its correlative meanings controlled by and under common control with), when used with respect to any specified Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. Agreement has the meaning set forth in the Preamble. Applicable Law means any applicable national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Entity. Balance Sheet Date means May 31, 2016. Beneficially Own has the meaning set forth in the Shareholders Agreement. Benefit Plans means each material benefit plan, contract, program, policy, arrangement or agreement, whether written or unwritten and whether insured or self-insured, maintained, sponsored or contributed to by the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries has any liability or makes or is required to make contributions with respect to the employees, officers, directors or independent contractors of the Company or any of its Subsidiaries, including any retirees, former employees, officers, directors or independent contractors of the Company or any of its Subsidiaries (collectively, the Employees) each employment, health, welfare, housing funds, incentive, incentive compensation, deferred compensation, share purchase, share compensation, share appreciation, insurance arrangement, material perquisite, phantom stock, disability, severance, vacation, termination, savings, profit sharing, pension, superannuation funds retirement benefit, pension scheme, retirement, supplement retirement, retention and fringe benefit plan, program, contract, program, policy, arrangement or agreement. Board of Directors means the board of directors or similar governing body of any specified Person. Business Day means any day other than a Saturday, Sunday or a day on which banking institutions are generally authorized or required by law to close in any of the cities of New York, New York, Dallas, Texas, Hong Kong, Singapore or Shanghai, China. China means the Peoples Republic of China, but solely for the purposes of this Agreement and other Transaction Agreements, excluding Hong Kong, Macau and

Definitions from Investment Agreement

INVESTMENT AGREEMENT, dated as of September 1, 2016 (this Agreement), among Yum! Brands, Inc., a North Carolina corporation (Parent); Yum China Holdings, Inc., a Delaware corporation and, as of the date hereof (prior to, and without giving effect to, the Investment (as defined below) contemplated hereby and the Distribution (as defined below)), a wholly owned subsidiary of Parent (the Company); and Pollos Investment L.P., a Cayman Islands limited partnership (the Investor and, collectively with Parent and the Company, the Parties).

Definitions. Capitalized terms used in this Agreement have the meanings set forth in this Agreement or, when so indicated, in the applicable Transaction Agreement. As used in this Agreement: Action has the meaning set forth in Section 3.1(c)(i). Adjusted VWAP Price Per Share means the price per share of Company Common Stock, expressed in U.S. Dollars, obtained by multiplying (i) the volume weighted average price of a share of Company Common Stock listed on the New York Stock Exchange during the Measurement Period by (ii) 0.92; provided, that if the foregoing product is greater than the Upper Benchmark, the Adjusted VWAP Price Per Share shall be equal to the Upper Benchmark, and if the foregoing product is less than the Lower Benchmark, the Adjusted VWAP Price Per Share shall be equal to the Lower Benchmark. AF has the meaning set forth in the Recitals. AF Investment Agreement has the meaning set forth in the Recitals. AF Investor Shares has the meaning ascribed to Investor Shares in the AF Investment Agreement. AF Warrant 1 Shares has the meaning ascribed to Warrant 1 Shares in the AF Investment Agreement. Affiliate means (except as specifically otherwise defined), when used with respect to a specified Person, a Person that, directly or indirectly, through one (1) or more intermediaries, controls, is controlled by, or is under common control with, such specified Person; provided that from and after the Closing, (x) neither the Company nor any of its Subsidiaries shall be considered an Affiliate of Parent or any of its Subsidiaries or of any Affiliate of Parent or its Subsidiaries; and (y) neither Parent nor any of its Subsidiaries shall be considered an Affiliate of the Company or any of its Subsidiaries or of any Affiliate of the Company or its Subsidiaries. For purposes of this definition, control (including with its correlative meanings controlled by and under common control with), when used with respect to any specified Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. Agreement has the meaning set forth in the Preamble. Applicable Law means any applicable national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Entity. Balance Sheet Date means May 31, 2016. Beneficially Own has the meaning set forth in the Shareholders Agreement. Benefit Plans means each material benefit plan, contract, program, policy, arrangement or agreement, whether written or unwritten and whether insured or self-insured, maintained, sponsored or contributed to by the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries has any liability or makes or is required to make contributions with respect to the employees, officers, directors or independent contractors of the Company or any of its Subsidiaries, including any retirees, former employees, officers, directors or independent contractors of the Company or any of its Subsidiaries (collectively, the Employees) each employment, health, welfare, housing funds, incentive, incentive compensation, deferred compensation, share purchase, share compensation, share appreciation, insurance arrangement, material perquisite, phantom stock, disability, severance, vacation, termination, savings, profit sharing, pension, superannuation funds retirement benefit, pension scheme, retirement, supplement retirement, retention and fringe benefit plan, program, contract, program, policy, arrangement or agreement. Board of Directors means the board of directors or similar governing body of any specified Person. Business Day means any day other than a Saturday, Sunday or a day on which banking institutions are generally authorized or required by law to close in any of the cities of New York, New York, Dallas, Texas, Hong Kong, Singapore or Shanghai, China. China means the Peoples Republic of China, but solely for the purposes of this Agreement and other Transaction Agreements, excluding Hong Kong, Macau and Taiwan. China Business means, collectively, (a) the business, operations and activities of or relating to the China Division conducted at any time prior to the Effective Time by the Parent or the Company or any of their current or former Subsidiaries, and (b) any terminated, divested or discontinued businesses, operations and activities that, at the time of termination, divestiture or discontinuation, primarily related to the business