First Supplemental Indenture Uses in Definitions Clause

Definitions from Agreement

STOCKHOLDERS AGREEMENT, dated as of June 29, 2017 (this Agreement), by and between D.R. HORTON, INC., a Delaware corporation (the Stockholder), and FORESTAR GROUP INC., a Delaware corporation (the Company). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in that certain Merger Agreement, of even date herewith (the Merger Agreement), by and between the Stockholder, the Company, and Force Merger Sub, Inc.

Definitions. As used in this Agreement, the following terms shall have the meanings indicated below: Affiliate shall mean with respect to any Person, a Person that directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with such Person, provided that for purposes of this Agreement, the Stockholder shall not be deemed to be an Affiliate of the Company and vice versa. Affiliated Directors shall mean the Directors who are also concurrently managers, officers, directors or employees of the Stockholder or its Subsidiaries. Agreement shall have the meaning set forth in the Preamble. Beneficially Own shall mean, with respect to any securities, (i) having beneficial ownership of such securities for purposes of Rule 13d-3 or 13d-5 under the Exchange Act (or any successor statute or regulation), (ii) having the right to become the Beneficial Owner of such securities (whether such right is exercisable immediately or only after the passage of time or the occurrence of conditions) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise, or (iii) having an exercise or conversion privilege or a settlement payment or mechanism with respect to any option, warrant, convertible security, stock appreciation right, swap agreement or other security, contract right or derivative position, whether or not currently exercisable, at a price related to the value of the securities for which Beneficial Ownership is being determined or a value determined in whole or part with reference to, or derived in whole or in part from, the value of the securities for which Beneficial Ownership is being determined that increases in value as the value of the securities for which Beneficial Ownership is being determined increases or that provides to the holder an opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value of the securities for which Beneficial Ownership is being determined (excluding any interests, rights, options or other securities set forth in Rule 16a-1(c)(1)-(5) or (7) promulgated pursuant to the Exchange Act). Blackout Period shall have the meaning set forth in Section 5.3(b). Board shall mean, as of any date, the Board of Directors of the Company on such date. Business Day shall mean any day other than a Saturday, a Sunday, a federal holiday or a day on which banks in the City of New York are authorized or obligated by law to close. Capital Expenditure shall mean a capital expenditure made or incurred by the Company or any of its Subsidiaries, including property acquisitions and the incurrence of any asset-level or secured Indebtedness; provided, that, in the case of an acquisition of land for a development of residential lots, the dollar amount of such Capital Expenditure shall be deemed to include the purchase price of such development, plus the total expected development costs required (i) to prepare the initial phase of lots for the construction of homes, in the case of a development to be conducted in phases, or (ii) to prepare the land for the construction of homes, in the case of a development not to be conducted in phases. Chosen Courts shall have the meaning set forth in Section 8.5. Claim Notice shall have the meaning set forth in Section 5.10(a). Claims shall have the meaning set forth in Section 5.9(a). Common Stock shall have the meaning set forth in the Recitals. Company shall have the meaning set forth in the Preamble. Company Group shall mean the Company, each Subsidiary of the Company and each other Person that is Controlled either directly or indirectly by the Company. Company Information shall have the meaning set forth in Section 3.7(b). Control shall mean the possession, direct or indirect, of the power to direct, or cause the direction of, the management and policies of a Person, whether through the ownership of voting securities, voting equity, limited liability company interests, general partner interests, or voting interests, by contract or otherwise. Convertible Senior Notes shall mean the 3.75% Convertible Senior Notes due 2020 issued under the First Supplemental Indenture. Corporate Opportunities Group shall have the meaning set forth in Section 7.1(a). Demand Registration Statement shall have the meaning set forth in Section 5.2. Demand Request shall have the meaning set forth in Section 5.2. Director shall mean any member of the Board. EDGAR shall have the meaning set forth in Section 5.7(a)(ii). Effective Period shall have the meaning set forth in Section 5.7(a)(iii). Effective Time shall have the meaning set forth in the Merger Agreement. Encumbrance shall mean any lien, pledge, charge, claim, encumbrance, hypothecation, security interest, option, lease, license, mortgage, easement or other restriction or third-party right of any kind, including any right of first refusal, tag-along or drag-along righ

Definitions from Agreement

STOCKHOLDERS AGREEMENT, dated as of June 29, 2017 (this Agreement), by and between D.R. HORTON, INC., a Delaware corporation (the Stockholder), and FORESTAR GROUP INC., a Delaware corporation (the Company). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in that certain Merger Agreement, of even date herewith (the Merger Agreement), by and between the Stockholder, the Company, and Force Merger Sub, Inc.

Definitions. As used in this Agreement, the following terms shall have the meanings indicated below: Affiliate shall mean with respect to any Person, a Person that directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with such Person, provided that for purposes of this Agreement, the Stockholder shall not be deemed to be an Affiliate of the Company and vice versa. Affiliated Directors shall mean the Directors who are also concurrently managers, officers, directors or employees of the Stockholder or its Subsidiaries. Agreement shall have the meaning set forth in the Preamble. Beneficially Own shall mean, with respect to any securities, (i) having beneficial ownership of such securities for purposes of Rule 13d-3 or 13d-5 under the Exchange Act (or any successor statute or regulation), (ii) having the right to become the Beneficial Owner of such securities (whether such right is exercisable immediately or only after the passage of time or the occurrence of conditions) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise, or (iii) having an exercise or conversion privilege or a settlement payment or mechanism with respect to any option, warrant, convertible security, stock appreciation right, swap agreement or other security, contract right or derivative position, whether or not currently exercisable, at a price related to the value of the securities for which Beneficial Ownership is being determined or a value determined in whole or part with reference to, or derived in whole or in part from, the value of the securities for which Beneficial Ownership is being determined that increases in value as the value of the securities for which Beneficial Ownership is being determined increases or that provides to the holder an opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value of the securities for which Beneficial Ownership is being determined (excluding any interests, rights, options or other securities set forth in Rule 16a-1(c)(1)-(5) or (7) promulgated pursuant to the Exchange Act). Blackout Period shall have the meaning set forth in Section 5.3(b). Board shall mean, as of any date, the Board of Directors of the Company on such date. Business Day shall mean any day other than a Saturday, a Sunday, a federal holiday or a day on which banks in the City of New York are authorized or obligated by law to close. Capital Expenditure shall mean a capital expenditure made or incurred by the Company or any of its Subsidiaries, including property acquisitions and the incurrence of any asset-level or secured Indebtedness; provided, that, in the case of an acquisition of land for a development of residential lots, the dollar amount of such Capital Expenditure shall be deemed to include the purchase price of such development, plus the total expected development costs required (i) to prepare the initial phase of lots for the construction of homes, in the case of a development to be conducted in phases, or (ii) to prepare the land for the construction of homes, in the case of a development not to be conducted in phases. Chosen Courts shall have the meaning set forth in Section 8.5. Claim Notice shall have the meaning set forth in Section 5.10(a). Claims shall have the meaning set forth in Section 5.9(a). Common Stock shall have the meaning set forth in the Recitals. Company shall have the meaning set forth in the Preamble. Company Group shall mean the Company, each Subsidiary of the Company and each other Person that is Controlled either directly or indirectly by the Company. Company Information shall have the meaning set forth in Section 3.7(b). Control shall mean the possession, direct or indirect, of the power to direct, or cause the direction of, the management and policies of a Person, whether through the ownership of voting securities, voting equity, limited liability company interests, general partner interests, or voting interests, by contract or otherwise. Convertible Senior Notes shall mean the 3.75% Convertible Senior Notes due 2020 issued under the First Supplemental Indenture. Corporate Opportunities Group shall have the meaning set forth in Section 7.1(a). Demand Registration Statement shall have the meaning set forth in Section 5.2. Demand Request shall have the meaning set forth in Section 5.2. Director shall mean any member of the Board. EDGAR shall have the meaning set forth in Section 5.7(a)(ii). Effective Period shall have the meaning set forth in Section 5.7(a)(iii). Effective Time shall have the meaning set forth in the Merger Agreement. Encumbrance shall mean any lien, pledge, charge, claim, encumbrance, hypothecation, security interest, option, lease, license, mortgage, easement or other restriction or third-party right of any kind, including any right of first refusal, tag-along or drag-along righ

Definitions from Agreement

STOCKHOLDERS AGREEMENT, dated as of June 29, 2017 (this Agreement), by and between D.R. HORTON, INC., a Delaware corporation (the Stockholder), and FORESTAR GROUP INC., a Delaware corporation (the Company). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in that certain Merger Agreement, of even date herewith (the Merger Agreement), by and between the Stockholder, the Company, and Force Merger Sub, Inc.

Definitions. As used in this Agreement, the following terms shall have the meanings indicated below: Affiliate shall mean with respect to any Person, a Person that directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with such Person, provided that for purposes of this Agreement, the Stockholder shall not be deemed to be an Affiliate of the Company and vice versa. Affiliated Directors shall mean the Directors who are also concurrently managers, officers, directors or employees of the Stockholder or its Subsidiaries. Agreement shall have the meaning set forth in the Preamble. Beneficially Own shall mean, with respect to any securities, (i) having beneficial ownership of such securities for purposes of Rule 13d-3 or 13d-5 under the Exchange Act (or any successor statute or regulation), (ii) having the right to become the Beneficial Owner of such securities (whether such right is exercisable immediately or only after the passage of time or the occurrence of conditions) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise, or (iii) having an exercise or conversion privilege or a settlement payment or mechanism with respect to any option, warrant, convertible security, stock appreciation right, swap agreement or other security, contract right or derivative position, whether or not currently exercisable, at a price related to the value of the securities for which Beneficial Ownership is being determined or a value determined in whole or part with reference to, or derived in whole or in part from, the value of the securities for which Beneficial Ownership is being determined that increases in value as the value of the securities for which Beneficial Ownership is being determined increases or that provides to the holder an opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value of the securities for which Beneficial Ownership is being determined (excluding any interests, rights, options or other securities set forth in Rule 16a-1(c)(1)-(5) or (7) promulgated pursuant to the Exchange Act). Blackout Period shall have the meaning set forth in Section 5.3(b). Board shall mean, as of any date, the Board of Directors of the Company on such date. Business Day shall mean any day other than a Saturday, a Sunday, a federal holiday or a day on which banks in the City of New York are authorized or obligated by law to close. Capital Expenditure shall mean a capital expenditure made or incurred by the Company or any of its Subsidiaries, including property acquisitions and the incurrence of any asset-level or secured Indebtedness; provided, that, in the case of an acquisition of land for a development of residential lots, the dollar amount of such Capital Expenditure shall be deemed to include the purchase price of such development, plus the total expected development costs required (i) to prepare the initial phase of lots for the construction of homes, in the case of a development to be conducted in phases, or (ii) to prepare the land for the construction of homes, in the case of a development not to be conducted in phases. Chosen Courts shall have the meaning set forth in Section 8.5. Claim Notice shall have the meaning set forth in Section 5.10(a). Claims shall have the meaning set forth in Section 5.9(a). Common Stock shall have the meaning set forth in the Recitals. Company shall have the meaning set forth in the Preamble. Company Group shall mean the Company, each Subsidiary of the Company and each other Person that is Controlled either directly or indirectly by the Company. Company Information shall have the meaning set forth in Section 3.7(b). Control shall mean the possession, direct or indirect, of the power to direct, or cause the direction of, the management and policies of a Person, whether through the ownership of voting securities, voting equity, limited liability company interests, general partner interests, or voting interests, by contract or otherwise. Convertible Senior Notes shall mean the 3.75% Convertible Senior Notes due 2020 issued under the First Supplemental Indenture. Corporate Opportunities Group shall have the meaning set forth in Section 7.1(a). Demand Registration Statement shall have the meaning set forth in Section 5.2. Demand Request shall have the meaning set forth in Section 5.2. Director shall mean any member of the Board. EDGAR shall have the meaning set forth in Section 5.7(a)(ii). Effective Period shall have the meaning set forth in Section 5.7(a)(iii). Effective Time shall have the meaning set forth in the Merger Agreement. Encumbrance shall mean any lien, pledge, charge, claim, encumbrance, hypothecation, security interest, option, lease, license, mortgage, easement or other restriction or third-party right of any kind, including any right of first refusal, tag-along or drag-along righ

DEFINITIONS from First Supplemental Indenture

FIRST SUPPLEMENTAL INDENTURE, dated as of May 25, 2017 (this First Supplemental Indenture), to the Base Indenture (defined below) between First Busey Corporation, a Nevada corporation (the Company), and U.S. Bank National Association, a national banking association, as Trustee (the Trustee).

DEFINITIONS. Terms used but not defined in this First Supplemental Indenture shall have the meanings ascribed to them in the Base Indenture. References in this First Supplemental Indenture to article and section numbers shall be deemed to be references to article and section numbers of this First Supplemental Indenture unless otherwise specified. For purposes of this First Supplemental Indenture, the following terms have the meanings ascribed to them as follows: Base Indenture has the meaning provided in the recitals. Busey Bank means Busey Bank, an Illinois state-chartered bank which is a Wholly Owned Subsidiary of the Company. Company has the meaning provided in the preamble. Depository has the meaning provided in Section 2.03(b). First Supplemental Indenture has the meaning provided in the preamble. GAAP means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied. Indenture has the meaning provided in the recitals. Interest Payment Date has the meaning provided in Section 2.04(b). Maturity Date has the meaning provided in Section 2.02. Notes has the meaning provided in the recitals. Paying Agent has the meaning provided in Section 2.03(d). Subordinated Notes means the Companys Fixed-to-Floating Rate Subordinated Notes due May 25, 2027. Trustee has the meaning provided in the preamble until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

Definitions from Agreement and Plan of Merger Among

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 8, 2017, among Tribune Media Company, a Delaware corporation (the Company), and Sinclair Broadcast Group, Inc., a Maryland corporation (Parent). Parent and the Company and, from and after the time Merger Sub executes and delivers the Joinder Agreement, Merger Sub are referred to individually as a Party and collectively as Parties.

Definitions. As used herein, the following terms have the following meanings: Acceptable Confidentiality Agreement means a confidentiality agreement entered into after the date hereof that contains provisions that in the aggregate are no less favorable to the Company than those contained in the Confidentiality Agreement (provided that any such agreement need not contain any standstill or similar provisions) and that does not contain any provision that would prevent the Company from complying with its obligation to provide any disclosure to Parent required pursuant to Section 7.3. Affiliate means, with respect to any Person, any other Person that directly or indirectly controls or is controlled by, or is under common control with, such Person. The term control (including its correlative meanings controlled and under common control with) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies of a Person (whether through ownership of such Persons securities or partnership or other ownership interests, or by Contract or otherwise). Business Day means any day that is not a Saturday, a Sunday or other day on which commercial banks in the City of New York are authorized or required by Law or to be closed. Closing Date means the date on which the Closing occurs. Code means the U.S. Internal Revenue Code of 1986, as amended. Communications Act means the Communications Act of 1934, as amended. Company Acquisition Proposal means any offer, proposal or indication of interest (whether or not in writing) from any Person (other than Parent and its Subsidiaries) relating to or involving, whether in a single transaction or series of related transactions: (i) any direct or indirect acquisition, lease, exchange, license, transfer, disposition (including by way of merger, liquidation or dissolution of the Company or any of its Subsidiaries) or purchase of any business, businesses or assets (including equity interests in Subsidiaries but excluding sales of assets in the ordinary course of business) of the Company or any of its Subsidiaries that constitute or account for 15% or more of the consolidated net revenues (plus, to the extent of the Companys interest therein, the net revenues of the Minority Investment Entities), net income or net assets of the Company and its Subsidiaries, taken as a whole; (ii) any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, sale of securities, reorganization, recapitalization, tender offer, exchange offer, liquidation, dissolution, extraordinary dividend, or similar transaction involving the Company or any of its Subsidiaries and a Person or group (as defined in Section 13(d) of the Exchange Act) pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 85% of the equity interests in the surviving or resulting entity of such transaction immediately following such transaction; or (iii) any combination of the foregoing. Company Adverse Recommendation Change means any of the following actions by the Company Board or any committee thereof: (i) withdrawing, amending, changing, modifying or qualifying, or otherwise proposing publicly to withdraw, amend, change, modify or qualify, in a manner adverse to Parent, the Company Board Recommendation, (ii) failing to make the Company Board Recommendation in the Proxy Statement, (iii) approving or recommending, or otherwise proposing publicly to approve or recommend, any Company Acquisition Proposal or (iv) if a Company Acquisition Proposal has been publicly disclosed, failing to publicly recommend against such Company Acquisition Proposal within 10 Business Days of the request of Parent and to reaffirm the Company Board Recommendation within such 10 Business Day period upon such request (provided that such a request may be delivered by Parent only once with respect to each Company Acquisition Proposal, with the right to make an additional request with respect to each subsequent material amendment or modification thereto). Company Balance Sheet means the consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2016 and the footnotes thereto set forth in the Companys annual report on Form 10-K for the fiscal year ended December 31, 2016. Company Credit Agreement means the Credit Agreement, dated as of December 27, 2013, among the Company and the parties thereto, as such agreement may from time to time be amended, supplemented or otherwise modified, and all pledge, security and other agreements and documents related thereto. Company Disclosure Letter means the disclosure letter delivered by the Company to Parent in connection with, and upon the execution of, this Agreement. Company DSU means all awards of deferred stock units of the Company, including any stock units granted as dividend equivalent rights (whether granted by the Company pursuant to a Company Equity Plan, assumed by the Company in

Definitions from Agreement and Plan of Merger Among

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 8, 2017, among Tribune Media Company, a Delaware corporation (the Company), and Sinclair Broadcast Group, Inc., a Maryland corporation (Parent). Parent and the Company and, from and after the time Merger Sub executes and delivers the Joinder Agreement, Merger Sub are referred to individually as a Party and collectively as Parties.

Definitions. As used herein, the following terms have the following meanings: Acceptable Confidentiality Agreement means a confidentiality agreement entered into after the date hereof that contains provisions that in the aggregate are no less favorable to the Company than those contained in the Confidentiality Agreement (provided that any such agreement need not contain any standstill or similar provisions) and that does not contain any provision that would prevent the Company from complying with its obligation to provide any disclosure to Parent required pursuant to Section 7.3. Affiliate means, with respect to any Person, any other Person that directly or indirectly controls or is controlled by, or is under common control with, such Person. The term control (including its correlative meanings controlled and under common control with) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies of a Person (whether through ownership of such Persons securities or partnership or other ownership interests, or by Contract or otherwise). Business Day means any day that is not a Saturday, a Sunday or other day on which commercial banks in the City of New York are authorized or required by Law or to be closed. Closing Date means the date on which the Closing occurs. Code means the U.S. Internal Revenue Code of 1986, as amended. Communications Act means the Communications Act of 1934, as amended. Company Acquisition Proposal means any offer, proposal or indication of interest (whether or not in writing) from any Person (other than Parent and its Subsidiaries) relating to or involving, whether in a single transaction or series of related transactions: (i) any direct or indirect acquisition, lease, exchange, license, transfer, disposition (including by way of merger, liquidation or dissolution of the Company or any of its Subsidiaries) or purchase of any business, businesses or assets (including equity interests in Subsidiaries but excluding sales of assets in the ordinary course of business) of the Company or any of its Subsidiaries that constitute or account for 15% or more of the consolidated net revenues (plus, to the extent of the Companys interest therein, the net revenues of the Minority Investment Entities), net income or net assets of the Company and its Subsidiaries, taken as a whole; (ii) any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, sale of securities, reorganization, recapitalization, tender offer, exchange offer, liquidation, dissolution, extraordinary dividend, or similar transaction involving the Company or any of its Subsidiaries and a Person or group (as defined in Section 13(d) of the Exchange Act) pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 85% of the equity interests in the surviving or resulting entity of such transaction immediately following such transaction; or (iii) any combination of the foregoing. Company Adverse Recommendation Change means any of the following actions by the Company Board or any committee thereof: (i) withdrawing, amending, changing, modifying or qualifying, or otherwise proposing publicly to withdraw, amend, change, modify or qualify, in a manner adverse to Parent, the Company Board Recommendation, (ii) failing to make the Company Board Recommendation in the Proxy Statement, (iii) approving or recommending, or otherwise proposing publicly to approve or recommend, any Company Acquisition Proposal or (iv) if a Company Acquisition Proposal has been publicly disclosed, failing to publicly recommend against such Company Acquisition Proposal within 10 Business Days of the request of Parent and to reaffirm the Company Board Recommendation within such 10 Business Day period upon such request (provided that such a request may be delivered by Parent only once with respect to each Company Acquisition Proposal, with the right to make an additional request with respect to each subsequent material amendment or modification thereto). Company Balance Sheet means the consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2016 and the footnotes thereto set forth in the Companys annual report on Form 10-K for the fiscal year ended December 31, 2016. Company Credit Agreement means the Credit Agreement, dated as of December 27, 2013, among the Company and the parties thereto, as such agreement may from time to time be amended, supplemented or otherwise modified, and all pledge, security and other agreements and documents related thereto. Company Disclosure Letter means the disclosure letter delivered by the Company to Parent in connection with, and upon the execution of, this Agreement. Company DSU means all awards of deferred stock units of the Company, including any stock units granted as dividend equivalent rights (whether granted by the Company pursuant to a Company Equity Plan, assumed by the Company in

DEFINITIONS from First Supplemental Indenture

This First Supplemental Indenture, dated as of January 19, 2017 (this First Supplemental Indenture), by and among WPC Eurobond B.V., a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), as issuer (the Company), W.P. Carey Inc., a Maryland corporation, as guarantor (the Guarantor), and U.S. Bank National Association, as trustee (the Trustee), supplements that certain Indenture, dated as of November 8, 2016, by and among the Company, the Guarantor and the Trustee (the Original Indenture, and together with the First Supplemental Indenture, the Indenture).

DEFINITIONS. Section 101 Certain Terms Defined in the Indenture. For purposes of this First Supplemental Indenture, all capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture, as amended and supplemented hereby. Section 102 Definitions. For all purposes of this First Supplemental Indenture: Acquired Debt means Debt of a Person:

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT dated January 9, 2017 (this Agreement) is entered into by and among U.S. Concrete, Inc., a Delaware corporation (the Company), the guarantors listed in Schedule 1 hereto (the Initial Guarantors), and J.P. Morgan Securities LLC (J.P. Morgan), as sole initial purchaser party to the Purchase Agreement (as defined below).

Definitions. As used in this Agreement, the following terms shall have the following meanings: Additional Guarantor shall mean any subsidiary of the Company that executes a Guarantee under the Indenture after the date of this Agreement. Base Indenture shall mean the Indenture dated June 7, 2016 among the Company, the guarantors party thereto, and U.S. Bank National Association, as trustee. Business Day shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed. Company shall have the meaning set forth in the preamble and shall also include the Companys successors. Exchange Act shall mean the Securities Exchange Act of 1934, as amended. Exchange Dates shall have the meaning set forth in Section 2(a)(ii) hereof. Exchange Offer shall mean the exchange offer by the Company and the Guarantors of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof. Exchange Offer Registration shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof. Exchange Offer Registration Statement shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein. Exchange Securities shall mean senior notes issued by the Company and guaranteed by the Guarantors under the Indenture containing terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer. FINRA means the Financial Industry Regulatory Authority, Inc. First Supplemental Indenture shall mean the supplemental indenture no. 1 to the Base Indenture, dated as of as of October 12, 2016 among the Company, the guarantors party thereto, and U.S. Bank National Association, as trustee. Free Writing Prospectus means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the sale of the Securities or the Exchange Securities. Guarantees shall mean, as the context may require, the guarantees of the Securities and guarantees of the Exchange Securities by the Guarantors under the Indenture. Guarantors shall mean the Initial Guarantors, any Additional Guarantors and any Guarantors successor that Guarantees the Securities. Holders shall mean J.P. Morgan, for so long as it own any Registrable Securities, and each of its successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that, for purposes of Section 4 and Section 5 hereof, the term Holders shall include Participating Broker-Dealers. Indemnified Person shall have the meaning set forth in Section 5(c) hereof. Indemnifying Person shall have the meaning set forth in Section 5(c) hereof. Indenture shall mean the Base Indenture, as supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, and as the same may be amended and further supplemented from time to time in accordance with the terms thereof. Inspector shall have the meaning set forth in Section 3(a)(xiv) hereof. Issuer Information shall have the meaning set forth in Section 5(a) hereof. J.P. Morgan shall have the meaning set forth in the preamble. June 2016 Exchange Offer shall mean the Exchange Offer as defined in the June 2016 Registration Rights Agreement. June 2016 Exchange Securities shall mean the Exchange Securities as defined in the June 2016 Registration Rights Agreement. June 2016 Registration Rights Agreement shall mean the Registration Rights Agreement dated June 7, 2016, by and among the Company, the guarantors party thereto and J.P. Morgan. Majority Holders shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities owned directly or indirectly by the Company or any of its affiliates (within the meaning of Rule 405 under the Securities Act) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if the Company shall issue any additional Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities to which this Agreement relates shall be treated together as

Definitions from First Supplemental Indenture

This FIRST SUPPLEMENTAL INDENTURE (this First Supplemental Indenture), dated as of December 1, 2016, is by and between Interactive Intelligence Group, Inc., an Indiana corporation (the Company), and U.S. Bank National Association, as trustee (the Trustee).

Definitions. For all purposes of this First Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture and (ii) the words herein, hereof and hereby and other words of similar import used in this First Supplemental Indenture refer to this First Supplemental Indenture as a whole and not to any particular section hereof.

Definitions from First Supplemental Indenture

FIRST SUPPLEMENTAL INDENTURE (this "First Supplemental Indenture"), dated as of November 2, 2016, between B. Riley Financial, Inc., a Delaware corporation (the "Company"), and U.S. Bank National Association, as trustee (the "Trustee").

Definitions. (a) For the benefit of the Holders of the Notes, the following terms shall have the meanings set forth in this Section 2.02: