Corporation Uses in DEFINITIONS Clause

DEFINITIONS from Support Agreement

This AMENDED AND RESTATED EXPENSE SUPPORT AGREEMENT (the Agreement) is dated as of June 30, 2017 and effective as of July 1, 2017 (Effective Date) by and among Black Creek Industrial REIT IV Inc., a Maryland corporation (the Corporation), BCI IV Operating Partnership LP, a Delaware limited partnership (the Operating Partnership) and BCI IV Advisors LLC, a Delaware limited liability company (the Advisor).

DEFINITIONS. As used in this Agreement, the following terms have the definitions hereinafter indicated: Baseline Distributions. The aggregate gross cash distributions that are declared on all shares of the Corporations common stock, which shall be calculated based on the aggregate distribution rate for Class I shares of the Corporations common stock authorized by the Corporation (organization) values">Board of Directors of the Corporation for such quarter. FFO. Funds from Operations, as reported in the Corporations periodic reports filed with the Securities and Exchange Commission. Excess. An Excess occurs when the sum of (i) the Corporations FFO for a quarter, (ii) the Corporations acquisition expenses, and (iii) the Performance Component of the Advisory Fee for that quarter is greater than the Baseline Distributions for the record dates of that quarter. Shortfall. A Shortfall occurs when the sum of (i) the Corporations FFO for a quarter, (ii) the Corporations acquisition expenses, and (iii) the Performance Component of the Advisory Fee for that quarter is less than the Baseline Distributions for the record dates of that quarter.

Definitions from Long Term Incentive Plan

Definitions. In addition to the terms defined elsewhere in the Plan, the following shall be defined terms under the Plan: 2.01 Assumed where used to describe an Award, means that, pursuant to a transaction resulting in a Change in Control, either (a) the Award is expressly affirmed by the Corporation or (b) the contractual obligations represented by the Award are expressly (and not merely by operation of law) assumed by the surviving or successor corporation or entity to the Corporation, or any parent or subsidiary of either thereof, or any other corporation or entity that is a party to the transaction resulting in the Change in Control, in connection with such Change in Control, with appropriate adjustments to the number and kind of securities of such surviving or successor corporation or entity, or such other applicable parent, subsidiary, corporation or entity, subject to the Award and the exercise or purchase price thereof, which preserves the compensation element of the Award existing at the time of such Change in Control transaction, and provides for subsequent payout in accordance with the same (or more favorable) payment and vesting schedule applicable to such Award, as determined in accordance with the instruments evidencing the agreement to assume the Award. The determination of Award comparability for this purpose shall be made by the Committee, and its determination shall be final, binding and conclusive. 2.02 Award means any Performance Award, Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit or Dividend Equivalent granted to a Participant under the Plan. 2.03 Award Agreement means any written or electronic agreement, contract, or other instrument or document evidencing an Award. The Committee may provide for the use of electronic, internet or other non-paper Award Agreements, and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant. 2.04 Board means the Corporation (organization) values">Board of Directors of the Corporation. 2.05 Cause means, unless otherwise provided in the Participants Award Agreement: (i) a felony conviction of the Participant or the failure of the Participant to contest prosecution for a felony; (ii) the Participants gross and willful misconduct in connection with the performance of the Participants duties with the Corporation and/or a Subsidiary or (iii) the willful and continued failure of the Participant to substantially perform the Participants duties with the Corporation after a written demand from the Board or the Committee for substantial performance which specifically identifies the manner in which the Board or the Committee, as the case may be, believes that the Participant has not performed the Participants duties with the Corporation, provided that the event or circumstance described in clause (i), (ii) or (iii) is directly and materially harmful to the business or reputation of the Corporation or any Subsidiary; provided further, however, that, if at any particular time the Participant is subject to an effective employment agreement or Change in Control agreement with the Corporation or a Subsidiary, then, in lieu of the foregoing definition, Cause shall at that time have such meaning as may be specified in such employment agreement or Change in Control agreement, as applicable. 2.06 Change in Control and related terms are defined in Section 9. 2.07 Code means the Internal Revenue Code of 1986, as amended from time to time. References to any provision of the Code shall be deemed to include successor provisions thereto and regulations thereunder. 2.08 Committee means the Compensation and Management Development Committee of the Board, or such other Board committee as may be designated by the Board to administer the Plan, or any subcommittee of either; provided, however, that the Committee, and any subcommittee thereof, shall consist of three or more directors (or such lesser number as may be permitted by applicable law or rule), each of whom is a disinterested person within the meaning of the applicable provisions of Rule 16b-3 under the Exchange Act, is, to the extent that an exception from the deduction limitations of Section 162(m) of the Code is sought with respect to Awards, an outside director within the meaning of Section 162(m)(3)(c) of the Code and Treasury Regulation Section 1.162-27(e)(3), as amended from time to time, and satisfies such additional regulatory or listing requirements as the Board may determine to be applicable or appropriate, and any such other criteria of independence as the Board may establish. 2.09 Corporation is defined in Section 1. 2.10 Covered Employee means any Participant who the Committee determines, at the time an Award is granted to such Participant, is, or may as of the end of the tax year in which the Corporation or a Subsidiary would claim a tax deduction in connection with such Award, a covered employee within the meaning of Section 162(m) of the Code, and successor provisi

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of May 17, 2017, is made and entered into by and among Modern Media Acquisition Corp., a Delaware corporation (the Corporation), and Modern Media Sponsor, LLC, a Delaware limited liability company (the Sponsor), together with the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (a Holder and collectively the Holders).

Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below: Adverse Disclosure means any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or the Chief Financial Officer of Corporation (organization) values">the Corporation, after consultation with counsel to the Corporation, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Corporation has a bona fide business purpose for not making such information public. Agreement has the meaning given in the Preamble. Board means the Corporation (organization) values">Board of Directors of the Corporation. Business Combination means any merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or other similar business combination with one or more businesses, involving the Corporation. Commission means the U.S. Securities and Exchange Commission. Common Stock has the meaning given in this subsection 1.1. Corporation has the meaning given in the Preamble. Demand Registration has the meaning given in subsection 2.1.1. Demanding Holder has the meaning given in subsection 2.1.1. Exchange Act means the Securities Exchange Act of 1934, as it may be amended from time to time. Form S-1 has the meaning given in subsection 2.1.1. Form S-3 has the meaning given in subsection 2.3. Founder Shares means the 5,175,000 shares of the Corporations Common Stock (up to 675,000 of which shares will be subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised, if at all) held by the Sponsor and certain directors and officers of the Corporation. Founder Shares Lock-up Period shall mean, with respect to the Founder Shares, and subject to certain limitations and exclusions, the period ending on the earlier of (A) one year after the completion of the initial Business Combination or (B) if, subsequent to the initial Business Combination, (x) the last reported closing price of the Corporations Common Stock, par value $0.0001 per share (the Common Stock) equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Corporation completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Corporations stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. Holders has the meaning given in the Preamble. Insider Letter means that certain letter agreement, dated as of the date hereof, by and among the Corporation, the Sponsor and each of the Corporations officers, directors and director nominees. Macquarie Demanding Holder has the meaning given in subsection 2.1.1. Maximum Number of Securities means the meaning given in subsection 2.1.4. MIHI means MIHI LLC. Misstatement means an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances under which they were made not misleading. MM Demanding Holder has the meaning given in subsection 2.1.1. Modern Media means Modern Media, LLC. Permitted Transferees means a person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider Letters and any other applicable agreement between such Holder and the Corporation and to any transferee thereafter. Piggyback Registration has the meaning given in subsection 2.2.1. Private Placement Lock-up Period means, with respect to Private Placement Warrants (as defined below) that are held by the initial purchasers of such Private Placement Warrants or their Permitted Transferees, and any of the Common Stock issued or issuable upon the exercise of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees, and subject to certain limitations and exclusions, the period ending 30 days after the completion of the initial Business Combination. Private Placement Warrants mean the 7,050,000 warrants the Sponsor agreed to purcha

Definitions from Form of Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of , 2017, is made and entered into by and among Modern Media Acquisition Corp., a Delaware corporation (the Corporation), and Modern Media Sponsor, LLC, a Delaware limited liability company (the Sponsor), together with the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (a Holder and collectively the Holders).

Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below: Adverse Disclosure means any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or the Chief Financial Officer of Corporation (organization) values">the Corporation, after consultation with counsel to the Corporation, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Corporation has a bona fide business purpose for not making such information public. Agreement has the meaning given in the Preamble. Board means the Corporation (organization) values">Board of Directors of the Corporation. Business Combination means any merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or other similar business combination with one or more businesses, involving the Corporation. Commission means the U.S. Securities and Exchange Commission. Common Stock has the meaning given in this subsection 1.1. Corporation has the meaning given in the Preamble. Demand Registration has the meaning given in subsection 2.1.1. Demanding Holder has the meaning given in subsection 2.1.1. Exchange Act means the Securities Exchange Act of 1934, as it may be amended from time to time. Form S-1 has the meaning given in subsection 2.1.1. Form S-3 has the meaning given in subsection 2.3. Founder Shares means the 4,312,500 shares of the Corporations Common Stock (up to 562,500 of which shares will be subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised, if at all) held by the Sponsor and certain directors and officers of the Corporation. Founder Shares Lock-up Period shall mean, with respect to the Founder Shares, and subject to certain limitations and exclusions, the period ending on the earlier of (A) one year after the completion of the initial Business Combination or (B) if, subsequent to the initial Business Combination, (x) the last reported closing price of the Corporations Common Stock, par value $0.0001 per share (the Common Stock) equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Corporation completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Corporations stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. Holders has the meaning given in the Preamble. Insider Letter means that certain letter agreement, dated as of the date hereof, by and among the Corporation, the Sponsor and each of the Corporations officers, directors and director nominees. Macquarie Demanding Holder has the meaning given in subsection 2.1.1. Maximum Number of Securities means the meaning given in subsection 2.1.4. MIHI means MIHI LLC. Misstatement means an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances under which they were made not misleading. MM Demanding Holder has the meaning given in subsection 2.1.1. Modern Media means Modern Media, LLC. Permitted Transferees means a person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider Letters and any other applicable agreement between such Holder and the Corporation and to any transferee thereafter. Piggyback Registration has the meaning given in subsection 2.2.1. Private Placement Lock-up Period means, with respect to Private Placement Warrants (as defined below) that are held by the initial purchasers of such Private Placement Warrants or their Permitted Transferees, and any of the Common Stock issued or issuable upon the exercise of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees, and subject to certain limitations and exclusions, the period ending 30 days after the completion of the initial Business Combination. Private Placement Warrants mean the 6,150,000 warrants the Sponsor agreed to purcha

Definitions from Incentive Plan

Definitions. a)"1934 Act" means the Securities Exchange Act of 1934, as it may be amended from time to time.(b)"Award" means an Incentive Stock Option, Non-Qualified Stock Option, Stock Appreciation Right, Restricted Stock grant, Performance Stock Award, Unrestricted Stock Award or Cash Incentive Award, as appropriate.(c)"Award Agreement" means the agreement between Corporation (organization) values">the Corporation and the Grantee specifying the terms and conditions as described thereunder.(d)"Board" means the Board of Directors of Plexus Corp.(e)"Cash Incentive Award" means a cash incentive award under Article 17 of the Plan. (f)"Cause" means a violation of the Corporation's Code of Conduct and Business Ethics, or substantial and continued failure of the employee to perform, which results in, or was intended to result in (i) demonstrable injury to the Corporation, monetary or otherwise or (ii) gain to, or enrichment of, the Grantee at the Corporation's expense.(g)"Change in Control" means an event which shall be deemed to have occurred in the event that any person, entity or group shall become the beneficial owner of such number of shares of Common Stock, and/or any other class of stock of the Corporation then outstanding that is entitled to vote in the election of directors (or is convertible into shares so entitled to vote) as together possess more than 50% of the voting power of all of the then outstanding shares of all such classes of stock of the Corporation so entitled to vote. For purposes of the preceding sentence, "person, entity or group" shall not include (i) any employee benefit plan of the Corporation, or (ii) any person, entity or group which, as of the Effective Date of this Plan, is the beneficial owner of such number of shares of Common Stock and/or such other class of stock of the Corporation as together possess 5% of such voting power; and for these purposes "group" shall mean persons who act in concert as described in Section 14(d)(2) of the 1934 Act.(h)"Code" means the Internal Revenue Code of 1986, as it may be amended from time to time.(i)"Committee" means the committee described in Article 4 or the person or persons to whom the committee has delegated its power and responsibilities under Article 4.(j)"Common Stock" or "Stock" means the common stock of the Corporation having a par value of $.01 per share.(k)"Corporation" means Plexus Corp., a Wisconsin corporation.(l)"Fair Market Value" means for purposes of the Plan an amount deemed to be equal to the mean between the highest and lowest sale prices of Common Stock traded on such date for sales made and reported through the National Market System of the National Association of Securities Dealers or such national stock exchange on which such Stock may then be listed and which constitutes the principal market for such Stock, or, if no sales of Stock shall have been reported with respect to that date, on the next preceding date with respect to which sales were reported; provided that for Stock Appreciation Rights exercised on or after August 13, 2014, the trading price of the Stock at the time of SAR exercise shall be used to determine "Fair Market Value" on the exercise date. Notwithstanding the foregoing, the Committee may determine to base the determination of Fair Market Value on an average of trading days, but only if the requirements for the use of such method is permitted by Section 409A of the Code.(m)"Grant Date" means the date on which an Award is deemed granted, which shall be the date on which the Committee authorizes the Award or such later date as the Committee shall determine in its sole discretion.(n)"Grantee" means an individual who has been granted an Award.(o)"Incentive Stock Option" means an option that is intended to meet the requirements of Section 422 of the Code and regulations thereunder.(p)"Non-Qualified Stock Option" means an option other than an Incentive Stock Option.(q)"Option" means an Incentive Stock Option or Non-Qualified Stock Option, as appropriate.(r)"Performance Goal" means a performance goal established by the Committee prior to the grant of any Award that is based on the attainment of goals relating to one or more of the following business criteria measured on an absolute basis or in terms of growth or reduction: income (pre-tax or after-tax and with adjustments as stipulated), earnings per share, return on equity, return on capital employed (ROCE), revenue, sales, return on assets, return on tangible book value, operating income, earnings before depreciation, interest, taxes and amortization (EBIDTA), expense ratio, increase in stock price, return on invested capital (ROIC), total shareholder return, shareholder value added (or a derivative thereof), free cash flow, operating cash flow, working capital, cash cycle days, expenses, cost reduction, market share, debt reduction and customer satisfaction. Such performance goals may be based solely by reference to the Corporation's performance or the performance of an affiliate, division, business

Definitions

WELLS FARGO & COMPANY, a corporation organized and existing under the laws of the State of Delaware (the Corporation), HEREBY CERTIFIES that, pursuant to authority conferred upon the Board of Directors of the Corporation (the Board of Directors) by the provisions of the Restated Certificate of Incorporation of the Corporation, as amended, which authorize the issuance of not more than 20,000,000 shares of Preferred Stock, without par value, and pursuant to authority conferred upon the Securities Committee of the Board of Directors (the Committee) in accordance with Section 141(c) of the General Corporation Law of the State of Delaware (the General Corporation Law), the following resolutions were duly adopted by the Committee pursuant to the unanimous written consent of the Committee duly adopted on April 21, 2017, in accordance with Section 141(f) of the General Corporation Law:

Definitions. As used herein with respect to Series Y Preferred Stock: Business Day means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in New York, New York. Certificate of Designation means this Certificate of Designation relating to the Series Y Preferred Stock, as it may be amended from time to time. Common Stock means the common stock of the Corporation, par value $1 2/3 per share, as the same exists at the date of this Certificate of Designation or as such stock may be constituted from time to time. Depositary Company has the meaning set forth in Section 6(d) hereof. Dividend Payment Date has the meaning set forth in Section 4(a) hereof. Dividend Period has the meaning set forth in Section 4(a) hereof. DTC means The Depository Trust Company, together with its successors and assigns. Junior Stock means the Common Stock and any other class or series of stock of the Corporation now existing or hereafter authorized over which the Series Y Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation. Liquidation Preference has the meaning set forth in Section 5(a) hereof. Nonpayment Event shall have the meaning set forth in Section 7(b). Parity Stock means any other class or series of stock of the Corporation now existing or hereafter authorized that ranks on par with the Series Y Preferred Stock in the payment of dividends (whether such dividends are cumulative or non-cumulative) or in the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation. Preference Stock means any and all series of preference stock, having no par value, of the Corporation. Preferred Stock means any and all series of preferred stock, having no par value, of the Corporation, including the Series Y Preferred Stock. Preferred Stock Directors shall have the meaning set forth in Section 7(b). Regulatory Capital Treatment Event means the Corporations reasonable determination that as a result of any (i) amendment to, clarification of, or change (including any announced prospective change) in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective on or after April 17, 2017; (ii) proposed change in those laws or regulations that is announced or becomes effective on or after April 17, 2017; or (iii) official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced on or after April 17, 2017, there is more than an insubstantial risk that the Corporation will not be entitled to treat the full liquidation preference amount of all shares of Series Y Preferred Stock then outstanding as Tier 1 capital (or its equivalent) for purposes of the capital adequacy guidelines or regulations of the appropriate federal banking agency, as then in effect and applicable, for as long as any share of Series Y Preferred Stock is outstanding. Series Y Preferred Stock has the meaning set forth in Section 1 hereof. Voting Parity Stock means any Parity Stock having similar voting rights as the Series Y Preferred Stock.

Definitions

Definitions. For the purposes hereof, the following terms shall have the following meanings: 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 of the Securities Act. Alternate Consideration shall have the meaning set forth in Section 7(e). Beneficial Ownership Limitation shall have the meaning set forth in Section 6(d). 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. Buy-In shall have the meaning set forth in Section 6(c)(iv). Commission means the United States Securities and Exchange Commission. Common Stock means the Corporations common stock, par value $0.0001 per share, and stock of any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Corporation or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants 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. Conversion Amount means the sum of the Stated Value at issue. Conversion Date shall have the meaning set forth in Section 6(a). Conversion Price shall have the meaning set forth in Section 6(b). Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof. Equity Conditions means, during the period in question, (a) the Corporation shall have duly honored all conversions scheduled to occur or occurring by virtue of one or more Notices of Conversion of the applicable Holder on or prior to the dates so requested or required, if any, (b) the Corporation shall have paid all liquidated damages and other amounts owing to the applicable Holder in respect of the Preferred Stock, (c)(i) there is an effective registration statement pursuant to which the Corporation may issue Conversion Shares or (ii) all of the Conversion Shares may be issued to the Holder pursuant to Section 3(a)(9) of the Securities Act and immediately resold without restriction, (d) the Common Stock is trading on a Trading Market and all of the Conversion Shares are listed or quoted for trading on such Trading Market (and the Corporation believes, in good faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized, but unissued and otherwise unreserved, shares of Common Stock for the issuance of all of the shares then issuable pursuant to the Preferred Stock then outstanding, (f) the issuance of the shares in question to the applicable Holder would not violate the limitations set forth in Section 6(d) herein, (g) there has been no public announcement of a pending or proposed Fundamental Transaction that has not been consummated and (h) the applicable Holder is not in possession of any information provided by the Corporation, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Fundamental Transaction shall have the meaning set forth in Section 7(e). GAAP means United States generally accepted accounting principles. Holder shall have the meaning given such term in Section 2. Liquidation shall have the meaning set forth in Section 5. New York Courts shall have the meaning set forth in Section 11(d). Notice of Conversion shall have the meaning set forth in Section 6(a). Original Issue Date means the date of the first issuance of any shares of the Preferred Stock regardless of the number of transfers of any particular shares of Preferred Stock and regardless of the number of certificates which may be issued to evidence such Preferred Stock. Person means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. Preferred Stock shall have the meaning set forth in Section 2. Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Share Delivery Date shall have the meaning set forth in Section 6(c). Stated Value shall have the meaning set forth in Section 2, as the same may be increased pursuant to Section 3. Subsidiary means any direct or indirect subsidiary

Definitions

Definitions. For the purposes hereof, the following terms shall have the following meanings: 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 of the Securities Act. Alternate Consideration shall have the meaning set forth in Section 7(d). Beneficial Ownership Limitation shall have the meaning set forth in Section 6(d). 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. Buy-In shall have the meaning set forth in Section 6(c)(iv). Commission means the United States Securities and Exchange Commission. Common Stock means the Corporations common stock, par value $0.001 per share, and stock of any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Corporation or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants 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. Conversion Amount means the sum of the Stated Value at issue. Conversion Date shall have the meaning set forth in Section 6(a). Conversion Price shall have the meaning set forth in Section 6(b). Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof. Equity Conditions means, during the period in question, (a) the Corporation shall have duly honored all conversions scheduled to occur or occurring by virtue of one or more Notices of Conversion of the applicable Holder on or prior to the dates so requested or required, if any, (b) the Corporation shall have paid all liquidated damages and other amounts owing to the applicable Holder in respect of the Preferred Stock, (c)(i) there is an effective registration statement pursuant to which the Corporation may issue Conversion Shares or (ii) all of the Conversion Shares may be issued to the Holder pursuant to Section 3(a)(9) of the Securities Act and immediately resold without restriction, (d) the Common Stock is trading on a Trading Market and all of the Conversion Shares are listed or quoted for trading on such Trading Market (and the Corporation believes, in good faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized, but unissued and otherwise unreserved, shares of Common Stock for the issuance of all of the shares then issuable pursuant to the Preferred Stock then outstanding, (f) the issuance of the shares in question to the applicable Holder would not violate the limitations set forth in Section 6(d) herein, (g) there has been no public announcement of a pending or proposed Fundamental Transaction that has not been consummated, and (h) the applicable Holder is not in possession of any information provided by the Corporation, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Fundamental Transaction shall have the meaning set forth in Section 7(d). GAAP means United States generally accepted accounting principles. Holder shall have the meaning given such term in Section 2. Liquidation shall have the meaning set forth in Section 5. New York Courts shall have the meaning set forth in Section 8(d). Notice of Conversion shall have the meaning set forth in Section 6(a). Original Issue Date means the date of the first issuance of any shares of the Preferred Stock regardless of the number of transfers of any particular shares of Preferred Stock and regardless of the number of certificates which may be issued to evidence such Preferred Stock. Person means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. Preferred Stock shall have the meaning set forth in Section 2. Representative means Ladenburg Thalmann & Co. Inc. Securities means the Preferred Stock, the Warrants and the Underlying Shares. Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Share Delivery Date shall have the meaning set forth in Section 6(c). Stated Value shall have the meanin

Definitions

Definitions. Capitalized terms used and not otherwise defined herein have the meanings set forth in the Plan. In addition, the following phrases shall have the meanings specified below: Additional Objective Criteria means Direct Construction Margin - ASUS. Adjusted EPS - ASUS means the EPS of ASUS for 2017 adjusted to remove the general office allocation to ASUS related to any transaction fees and/or gain or loss on sale recognized in the financial statements in 2017 associated with a sale of any of the Corporations business units or the acquisition of any new businesses. Adjusted EPS - AWR Consolidated means the Corporations EPS for 2017 adjusted to remove 1) any write-offs associated with the CPUCs 2017 procurement audit of GSWC arising out of the settlement of claims approved by the CPUC in December 2011 related to the capital projects contracting matter and 2) any transaction fees and/or gain or loss on sale recognized in the financial statements in 2017 associated with a sale of any of the Corporations business units or the acquisition of any new businesses. Adjusted EPS - Regulated Utilities means the sum of the EPS of each of the Regulated Utilities for 2017 adjusted to remove 1) any write-offs associated with the CPUCs 2017 procurement audit of GSWC arising out of the settlement of claims approved by the CPUC in December 2011 related to the capital projects contracting matter and 2) any transaction fees and/or gain or loss on sale recognized in the financial statements in 2017 associated with a sale of any of the Corporations business units or the acquisition of any new businesses. Aggregate Bonus means the combination of a Participants Objective Bonus and his or her Discretionary Bonus. ASUS means American States Utility Services, Inc., a California corporation, and wholly owned subsidiary of the Corporation, and its wholly owned subsidiaries. Award Agreement means a written agreement setting forth the material terms and conditions of the Award as determined by the Committee consistent with the express limitations of the Plan and the 2017 STIP. Base Salary means the Participants rate of annual base pay on the date the Committee approves the Business Criteria, the Additional Objective Criteria and the Performance Targets. Board of Directors means the Corporations board of directors. Budget or Budgeted means in the case of Adjusted EPS for the Corporation, the Regulated Utilities or ASUS, as the case may be, the projected Adjusted EPS for 2017 as set forth in the Operating Budget and for Construction Revenues ASUS, Economic Value ASUS, Expense Optimization ASUS, and Direct Construction Margin ASUS, the amounts included for these metrics in the Operating Budget. Business Criteria means Adjusted EPS-AWR Consolidated, Adjusted EPS- Regulated Utilities, Adjusted EPS-ASUS, Customer Complaints-RU, Customer Complaint Standards-RU, Capital Expenditures-RU, Construction Revenues-ASUS, Expense Optimization-ASUS, SOX Deficiencies-RU, SOX Deficiencies-ASUS, Economic Value-ASUS, Field Office Overhead Rate-ASUS, Safety-Recordable Work Incidents-RU, Satisfaction of Customers-Small Business Utilization (SBU)-ASUS and Supplier Diversity-RU. CAB means the CPUC Consumer Affairs Branch. Capital Expenditures - RU means the dollar amount of capital expenditures for 2017 for the Regulated Utilities. Construction Revenues ASUS means the total revenues from the construction segment of ASUS during 2017 for the military bases served by subsidiaries of ASUS. Committee means the Compensation Committee of the Board of Directors. CPUC means the California Public Utilities Commission. Customer Complaint Standards - RU means the number of complaints on all matters on GSWC received by CAB in 2017 divided by the average number of customers served by GSWC during 2017. Customer Complaints - RU means the number of water quality, pressure, and leak complaints received from water customers by GSWC divided by the average number of water customers served by GSWC during 2017. Direct Construction Margin ASUS means a percentage determined by dividing total construction revenues less ASUS construction costs (reported as expenses in the Companys Form 10-K for 2017 filed with the Securities and Exchange Commission) adjusted to exclude construction revenues derived from (i) the Field Office Overhead Rate ASUS and (ii) retroactive adjustment due to settlement of pending filings with the government by total construction revenues reduced for these two adjustments. Discretionary Bonus means a bonus payable to a Participant based on that Participants Individual Performance Measures. Economic Value - ASUS means the percentage increase in combined recorded operations and maintenance revenue and actual billed renewal and replacement fees for ASUS, other than for Eglin Air Force Base, over the Budgeted amount due to price redeterminations, economic price adjustments and asset transfers. EPS means fully diluted earnings per share as reported in the Corporations c

DEFINITIONS from Articles of Amendment

FIRST: Owl Rock Capital Corporation II, a Maryland corporation, desires to amend and restate its charter as currently in effect and as hereinafter amended.

DEFINITIONS. As used in the Charter, the following terms shall have the following meanings unless the context otherwise requires: 1940 Act. The term 1940 Act shall have the meaning as provided in Article II herein. Acquisition Expenses. The term Acquisition Expenses shall mean any and all expenses incurred by Corporation (organization) values">the Corporation, the Adviser or any of their Affiliates in connection with the initial purchase or acquisition of assets, whether or not acquired, by the Corporation, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, non-refundable option payments on assets not acquired, accounting fees and expenses and miscellaneous expenses. Acquisition Fee. The term Acquisition Fee shall mean any and all fees and commissions, exclusive of Acquisition Expenses, paid by any Person to any other Person (including any fees or commissions paid by or to any Affiliate of the Corporation or the Adviser) in connection with the initial purchase or acquisition of assets by the Corporation. Included in the computation of such fees or commissions shall be any commission, selection fee, supervision fee, financing fee or non-recurring management fee or any fee of a similar nature, however designated. Additional Preferred Directors. The term Additional Preferred Directors shall have the meaning as provided in Section 5.09 herein. Adviser or Advisers. The term Adviser or Advisers shall mean the Person or Persons, if any, appointed, employed or contracted with or by the Corporation pursuant to an investment advisory agreement or similar contractual agreement to provide investment advisory services to the Corporation and who is registered as an investment adviser under the Advisers Act, including any Person to whom the Adviser subcontracts any and all such services pursuant to a sub-advisory agreement and including any successor to an Adviser who enters into an investment advisory agreement with the Corporation or who subcontracts with a successor Adviser. Advisers Act. The term Advisers Act shall mean the Investment Advisers Act of 1940, as amended from time to time, or any successor statute thereto. Advisory Agreement. The term Advisory Agreement shall mean any investment advisory agreement between an Adviser and the Corporation. Affiliate or Affiliated. The term Affiliate or Affiliated shall mean, with respect to any Person, (i) any Person directly or indirectly owning, controlling or holding, with the power to vote, ten percent or more of the outstanding voting securities of such other Person; (ii) any Person ten percent or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner. Assessment. The term Assessment shall mean any additional amounts of capital which may be mandatorily required of, or paid voluntarily by, a Stockholder beyond his or her subscription commitment excluding deferred payments. Benefit Plan Investor. The term Benefit Plan Investor means a benefit plan investor as defined in section 3(42) of ERISA. Board or Board of Directors. The term Board or Board of Directors shall mean the board of directors of the Corporation, as of any particular time. Business Day. The term Business Day shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to close. Bylaws. The term Bylaws shall mean the bylaws of the Corporation, as amended from time to time. Capital Contributions. The term Capital Contributions shall mean the total investment, including the original investment and amounts reinvested pursuant to a distribution reinvestment plan, in the Corporation by a Stockholder or by all Stockholders, as the case may be. Unless otherwise specified, Capital Contributions shall be deemed to include principal amounts to be received on account of deferred payments. Charter. The term Charter shall mean the charter of the Corporation, as may be amended from time to time. Class 1 Directors. The term Class 1 Directors shall have the meaning as provided in Section 5.01 herein. Class 2 Directors. The term Class 2 Directors shall have the meaning as provided in Section 5.01 herein. Class 3 Directors. The term Class 3 Directors shall have the meaning as provided in Section 5.01 herein. Code. The term Code shall mean the Internal Revenue Code of 1986, as amended. Commencement of the Initial Public Offering. The term Commencement of the Initial Public Offering shall mean the date that the SEC declares effective the registration statement filed under t