MEDIACO HOLDING INC. Class A Common Stock (par value $0.01 per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • August 20th, 2021 • Mediaco Holding Inc. • Radio broadcasting stations • New York
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • November 15th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations • Indiana
This Director and Officer Indemnification Agreement (this “Agreement”), dated as of (the “Effective Date”), is made by and between MediaCo Holding, Inc., an Indiana corporation (the “Company”), and (“Indemnitee”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 14th, 2020 • Mediaco Holding Inc. • Radio broadcasting stations • Indiana
Shares of Restricted Stock are awarded, effective as of the Date of Grant (as defined below), by MediaCo Holding Inc. (the “Company”) to the person named below (the “Grantee”) upon the following terms and conditions. The Grantee will be deemed to have accepted the Restricted Stock unless the Grantee delivers a written notice of rejection to the Company within 120 days of the Date of Grant. The Restricted Stock grant evidenced by this Restricted Stock Agreement (the “Agreement”) is made pursuant to the MediaCo Holding 2020 Equity Compensation Plan (the “Plan”), which is incorporated in this Agreement by reference. A prospectus for the Plan is located __________________.
TERM LOAN AGREEMENT Dated as of April 17, 2024 by and among MEDIACO HOLDING INC. THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS BORROWERS, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Term Lenders, and WHITEHAWK CAPITAL PARTNERS LP as Term AgentTerm Loan Agreement • April 18th, 2024 • Mediaco Holding Inc. • Radio broadcasting stations • New York
MANAGEMENT AGREEMENTManagement Agreement • November 27th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations • Delaware
THIS MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of November 25, 2019 (the “Effective Date”) by and between Emmis Operating Company, an Indiana corporation (“Management Company”), and MediaCo Holding Inc., an Indiana corporation (“Mediaco”). Management Company and Mediaco are sometimes referred to together in this Agreement as the “Parties” and each individually as a “Party.” All capitalized terms used but not specifically defined in this Agreement shall have the meanings ascribed to such terms in the Contribution Agreement (as defined below).
SHARED SERVICES AGREEMENT (WEPN)Shared Services Agreement • November 27th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations • New York
This SHARED SERVICES AGREEMENT (the “Agreement”), effective as of November 25, 2019 (the “Effective Date”), is entered into by and between Emmis Operating Company, an Indiana limited liability company (“Company”), and MediaCo Holding Inc., an Indiana corporation (“Service Provider”).
CONTRIBUTION AND DISTRIBUTION AGREEMENT by and among EMMIS COMMUNICATIONS CORPORATION, MEDIACO HOLDING INC. and SG BROADCASTING LLC DATED AS OF JUNE 28, 2019Contribution and Distribution Agreement • November 27th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations • Delaware
This CONTRIBUTION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of June 28, 2019, is entered into by and between Emmis Communications Corporation, an Indiana corporation (“Emmis”), Mediaco Holding Inc., an Indiana corporation and a wholly-owned direct Subsidiary of Emmis (“Mediaco”), SG Broadcasting LLC, a Delaware limited liability company (“Purchaser” and, collectively with Emmis and Mediaco, the “Parties” and each, a “Party”), and solely for purposes of the guaranty of Purchaser’s obligations in Section 3.2(c), Standard General L.P.
ContractContribution and Distribution Agreement • November 27th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations • New York
THIS NOTE IS SUBJECT TO THE PROVISIONS OF A CONTRIBUTION AND DISTRIBUTION AGREEMENT, DATED THE DATE HEREOF, BY AND AMONG, MEDIACO HOLDING INC., THE HOLDER (AS DEFINED BELOW) AND THE OTHER PARTIES IDENTIFIED THEREIN. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAW. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER THIS NOTE NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY. THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SELLER NOTE SUBORDINATION AGREEMENT (AS AMENDED, MODIFIED, RESTATED OR REPLACED FROM TIME TO TIME, THE “SUBORDINATION AGREE
EMPLOYEE LEASING AGREEMENTEmployee Leasing Agreement • November 27th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations • Delaware
This Employee Leasing Agreement (this “Agreement”) is entered into by and between Emmis Operating Company, an Indiana corporation (“Emmis”) and MediaCo Holding Inc., an Indiana corporation (“Mediaco”), effective as of November 25, 2019. Emmis and Mediaco shall sometimes be referred to individually as a “Party” and together as the “Parties”.
ContractOption Agreement • September 18th, 2024 • Mediaco Holding Inc. • Radio broadcasting stations • Delaware
EMPLOYEE ASSIGNMENT AND ASSUMPTION AGREEMENTEmployee Assignment and Assumption Agreement • December 18th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations • Delaware
This EMPLOYEE ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of December 13, 2019 (this “Agreement”), is executed by FMG Valdosta, LLC, a Delaware limited liability company (“Assignee”), and Fairway Outdoor Advertising Group, LLC, a Delaware limited liability company (“Assignor”). Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Purchase Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • February 11th, 2022 • Mediaco Holding Inc. • Radio broadcasting stations • Indiana
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective February 9, 2022 (the “Effective Date”), by and between MEDIACO HOLDING INC., an Indiana corporation, (“Employer” or “MediaCo”), and ANN BEEMISH, a New York resident (“Executive”).
LOCAL PROGRAMMING AND MARKETING AGREEMENT (WQHT HD2)Local Programming and Marketing Agreement • November 27th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations • Indiana
THIS LOCAL PROGRAMMING AND MARKETING AGREEMENT (this “Agreement”) is made as of November 25, 2019 by and between MediaCo Holding Inc., an Indiana corporation (the “Licensee”), and WBLS-WLIB LLC, an Indiana limited liability company (“Programmer”).
REGISTRATION RIGHTS AGREEMENT by and among MEDIACO HOLDING INC. and THE HOLDERS PARTY HERETO Dated as of April 17, 2024Registration Rights Agreement • April 18th, 2024 • Mediaco Holding Inc. • Radio broadcasting stations • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of April 17, 2024, by and among MediaCo Holding Inc., an Indiana corporation (the “Company”), SG Broadcasting LLC, a Delaware limited liability company (“SG”) and SLF LBI Aggregator, LLC, a Delaware limited liability company (the “Investor”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A. SG, the Investor and any other party that may become a party hereto pursuant to Section 4.1 are referred to collectively as the “Holders” and individually each as a “Holder”.
SHARED SERVICES AGREEMENT (WLIB)Shared Services Agreement • November 27th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations • New York
This SHARED SERVICES AGREEMENT (the “Agreement”), effective as of November 25, 2019 (the “Effective Date”), is entered into by and between WBLS-WLIB LLC, an Indiana limited liability company (“Company”), and MediaCo Holding Inc., an Indiana corporation (“Service Provider”).
ContractAntenna Site Agreement • November 27th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations
Information in this exhibit identified by [***] is confidential and has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.
LOAN PROCEEDS PARTICIPATION AGREEMENTLoan Proceeds Participation Agreement • April 27th, 2020 • Mediaco Holding Inc. • Radio broadcasting stations
This Loan Proceeds Participation Agreement (this “Agreement”) is entered into by and between Emmis Operating Company, an Indiana corporation (“Emmis”), and MediaCo Holding Inc., an Indiana corporation (“MediaCo”), effective as of April 22, 2020. Emmis and MediaCo shall sometimes be referred to individually as a “Party” and together as “Parties”.
AMENDMENT NO. 3 TO AMENDED AND RESTATED TERM LOAN AGREEMENTTerm Loan Agreement • August 31st, 2020 • Mediaco Holding Inc. • Radio broadcasting stations • New York
AMENDMENT NO. 3 TO AMENDED AND RESTATED TERM LOAN AGREEMENT, dated as of August 28, 2020 (this “Amendment No. 3”), is by and among MEDIACO HOLDING INC., an Indiana corporation (“MediaCo”), MEDIACO WQHT LICENSE LLC, an Indiana limited liability company (“MediaCo WQHT”) and MEDIACO WBLS LICENSE LLC, an Indiana limited liability company (“MediaCo WBLS”), FMG Kentucky, LLC, a Delaware limited liability company (“FMG Kentucky”), Fairway Outdoor LLC, a Delaware limited liability company (“Fairway”) and FMG Valdosta, LLC, a Delaware limited liability company (“FMG Valdosta”) the other Persons party hereto that are designated as “Borrowers” (collectively with MediaCo, MediaCo WQHT, MediaCo WBLS, FMG Kentucky, Fairway and FMG Valdosta, the “Borrowers” and each a “Borrower”), GACP FINANCE CO., LLC, a Delaware limited liability company (in its individual capacity, “GACP”), as administrative agent and collateral agent (in such capacities, the “Term Agent”) for the financial institutions from time
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 18th, 2024 • Mediaco Holding Inc. • Radio broadcasting stations • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 17th day of April, 2024, by and among (a) MediaCo Holding Inc., an Indiana corporation (“Parent”), (b) MediaCo Operations LLC, a Delaware limited liability company (the “Purchaser”), (c) Estrella Broadcasting, Inc., a Delaware corporation (the “Company”), and (d) solely for purposes of Sections 3.3(c), 8.1, 8.2, 8.8, and 8.14 herein, SLF LBI Aggregator, LLC, a Delaware limited liability company (the “Company Aggregator”). Purchaser, Parent, the Company, and the Company Aggregator shall be referred to herein from time to time collectively as the “Parties”.
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN THIRD AMENDED AND RESTATED SHAREHOLDER NOTE SUBORDINATION AGREEMENT (AS AMENDED, MODIFIED, RESTATED OR REPLACED...Shareholder Note Subordination Agreement • May 21st, 2021 • Mediaco Holding Inc. • Radio broadcasting stations • New York
MediaCo Holding Inc., an Indiana corporation (the “Company”), hereby promises to pay to SG Broadcasting LLC, a Delaware limited liability company (the “Holder”), the principal amount of up to $7,000,000.00 (the “Outstanding Principal Amount”), together with interest thereon calculated from the date hereof in accordance with the provisions of this Unsecured Convertible Promissory Note (as amended, amended and restated, modified or supplemented, this “Note”). Except as defined in Section 6 hereof or unless otherwise indicated herein, capitalized terms used in this Note have the same meanings set forth in the Contribution Agreement.
ContractWarrant Agreement • April 18th, 2024 • Mediaco Holding Inc. • Radio broadcasting stations • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR OTHER APPLICABLE SECURITIES LAWS.
TRANSITIONAL SERVICES AGREEMENTTransitional Services Agreement • December 18th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations • Delaware
THIS TRANSITIONAL SERVICES AGREEMENT (this “Agreement”) is made and entered into as of December 13, 2019 (the “Effective Date”) by and between (i) FMG Kentucky, LLC and FMG Valdosta, LLC, each a Delaware limited liability company (collectively, “Recipient”), and (ii) Fairway Outdoor Advertising Group, LLC, a Delaware limited liability company (“Provider”). Provider and Recipient are referred to collectively as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement (as defined herein).
INDEPENDENT CONTRACTOR CONSULTING AGREEMENTIndependent Contractor Consulting Agreement • October 7th, 2024 • Mediaco Holding Inc. • Radio broadcasting stations • New York
This Independent Contractor Consulting Agreement (“Agreement”) is made as of October 1, 2024, between MediaCo Holding Inc. (“MDIA”), 48 W 25th Street, Floor 3, New York, NY 10010 and Ann Beemish (”Consultant”), 201 E. 21st St., #15N, New York, NY 10010.
NETWORK PROGRAM SUPPLY AGREEMENT This Network Program Supply Agreement (this “Agreement”), dated as of April 17, 2024, is made by and among MediaCo Operations LLC, a Delaware limited liability company (“Network”), Estrella Media, Inc., a Delaware...Network Program Supply Agreement • September 18th, 2024 • Mediaco Holding Inc. • Radio broadcasting stations
MANAGEMENT AGREEMENTManagement Agreement • August 14th, 2020 • Mediaco Holding Inc. • Radio broadcasting stations • Delaware
MANAGEMENT AGREEMENT (the “Agreement”) effective August 1, 2020 (the “Agreement Date”) by and between Billboards LLC, a Delaware limited liability company (the “Billboards LLC”), and Fairway Outdoor LLC, a Delaware limited liability company (“Manager”).
AMENDMENT NO. 4 AND WAIVER TO AMENDED AND RESTATED TERM LOAN AGREEMENTTerm Loan Agreement • May 21st, 2021 • Mediaco Holding Inc. • Radio broadcasting stations • New York
AMENDMENT NO. 4 AND WAIVER TO AMENDED AND RESTATED TERM LOAN AGREEMENT, dated as of May 19, 2021, and effective March 31, 2021 (this “Amendment No. 4”), is by and among MEDIACO HOLDING INC., an Indiana corporation (“MediaCo”), MEDIACO WQHT LICENSE LLC, an Indiana limited liability company (“MediaCo WQHT”) and MEDIACO WBLS LICENSE LLC, an Indiana limited liability company (“MediaCo WBLS”), FMG Kentucky, LLC, a Delaware limited liability company (“FMG Kentucky”), Fairway Outdoor LLC, a Delaware limited liability company (“Fairway”) and FMG Valdosta, LLC, a Delaware limited liability company (“FMG Valdosta”) the other Persons party hereto that are designated as “Borrowers” (collectively with MediaCo, MediaCo WQHT, MediaCo WBLS, FMG Kentucky, Fairway and FMG Valdosta, the “Borrowers” and each a “Borrower”), GACP FINANCE CO., LLC, a Delaware limited liability company (in its individual capacity, “GACP”), as administrative agent and collateral agent (in such capacities, the “Term Agent”) for
Assignment and Assumption of Purchase AgreementAssignment and Assumption of Purchase Agreement • December 18th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations • Delaware
This Assignment and Assumption of Purchase Agreement (this “Assignment”), dated as of December 13, 2019 (the “Effective Date”), is by and between Billboards LLC, a Delaware limited liability company (“Assignor”), and MediaCo Holding Inc., an Indiana corporation (“Assignee”).
EQUITY PURCHASE AGREEMENT BY AND AMONG BILLBOARDS LLC, FAIRWAY OUTDOOR ADVERTISING GROUP, LLC, FMG KENTUCKY, LLC AND FMG VALDOSTA, LLC DATED AS OF OCTOBER 16, 2019Equity Purchase Agreement • December 18th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations • Delaware
THIS EQUITY PURCHASE AGREEMENT is entered into as of October 16, 2019 (this “Agreement”), by and among (i) Billboards LLC, a Delaware limited liability company (“Purchaser”), (ii) FMG Kentucky, LLC, a Delaware limited liability company, (iii) FMG Valdosta, LLC, a Delaware limited liability company (together with FMG Kentucky, LLC, the “Companies” and each, a “Company”), and (iv) Fairway Outdoor Advertising Group, LLC, a Delaware limited liability company (“Seller”). Purchaser, the Companies and Seller are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties”. Capitalized terms that are used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in Article XII.
AMENDMENT NO 1. AND WAIVER TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • March 2nd, 2020 • Mediaco Holding Inc. • Radio broadcasting stations • New York
AMENDMENT NO. 1 AND WAIVER TO AMENDED AND RESTATED TERM LOAN AGREEMENT, dated as of February 28, 2020 (this “Amendment No. 1”), is by and among MEDIACO HOLDING INC., an Indiana corporation (“MediaCo”), MEDIACO WQHT LICENSE LLC, an Indiana limited liability company (“MediaCo WQHT”) and MEDIACO WBLS LICENSE LLC, an Indiana limited liability company (“MediaCo WBLS”), FMG Kentucky, LLC, a Delaware limited liability company (“FMG Kentucky”) and FMG Valdosta, LLC, a Delaware limited liability company (“FMG Valdosta”) the other Persons party hereto that are designated as “Borrowers” (collectively with MediaCo, MediaCo WQHT, MediaCo WBLS, FMG Kentucky and FMG Valdosta, the “Borrowers” and each a “Borrower”), GACP FINANCE CO., LLC, a Delaware limited liability company (in its individual capacity, “GACP”), as administrative agent and collateral agent (in such capacities, the “Term Agent”) for the financial institutions from time to time party to this Agreement (collectively, the “Lenders” and in
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • October 7th, 2024 • Mediaco Holding Inc. • Radio broadcasting stations • New York
This Separation and General Release Agreement (“Agreement”) is made by and between Ann Beemish (“you”) and MediaCo Holding Inc. (“MediaCo” or the “Company”).
MEDIACO HOLDING INC. UP TO $2,031,019 OF CLASS A COMMON STOCK ($0.01 par value per share) AT-THE-MARKET SALES AGREEMENTAt-the-Market Sales Agreement • December 13th, 2024 • Mediaco Holding Inc. • Radio broadcasting stations • New York
MediaCo Holding Inc., an Indiana corporation (the “Company”), confirms its agreement (this “Agreement”) with BTIG, LLC (“BTIG”) and Moelis & Company LLC (“Moelis”, and, together with BTIG, the “Agents”) as set forth below. The Company, BTIG and Moelis are referred to collectively herein as the “Parties”.
AMENDMENT NO. 2 TO AMENDED AND RESTATED TERM LOAN AGREEMENTTerm Loan Agreement • March 27th, 2020 • Mediaco Holding Inc. • Radio broadcasting stations • New York
AMENDMENT NO. 2 TO AMENDED AND RESTATED TERM LOAN AGREEMENT, dated as of March 27, 2020 (this “Amendment No. 2”), is by and among MEDIACO HOLDING INC., an Indiana corporation (“MediaCo”), MEDIACO WQHT LICENSE LLC, an Indiana limited liability company (“MediaCo WQHT”) and MEDIACO WBLS LICENSE LLC, an Indiana limited liability company (“MediaCo WBLS”), FMG Kentucky, LLC, a Delaware limited liability company (“FMG Kentucky”), Fairway Outdoor LLC, a Delaware limited liability company (“Fairway”) and FMG Valdosta, LLC, a Delaware limited liability company (“FMG Valdosta”) the other Persons party hereto that are designated as “Borrowers” (collectively with MediaCo, MediaCo WQHT, MediaCo WBLS, FMG Kentucky, Fairway and FMG Valdosta, the “Borrowers” and each a “Borrower”), GACP FINANCE CO., LLC, a Delaware limited liability company (in its individual capacity, “GACP”), as administrative agent and collateral agent (in such capacities, the “Term Agent”) for the financial institutions from time t
MEDIACO HOLDING INC. STOCKHOLDERS AGREEMENTShareholder Agreement • April 18th, 2024 • Mediaco Holding Inc. • Radio broadcasting stations • Delaware
This STOCKHOLDERS AGREEMENT is made as of April 17, 2024, by and among MediaCo Holding Inc., an Indiana corporation (together with its successors and assigns, the “Company”), SLF LBI Aggregator, LLC, a Delaware limited liability company (together with its Permitted Transferees hereunder, the “HPS Investor”), and, solely for purposes of Section 3.3, Article IV and Article V hereof, SG Broadcasting LLC, a Delaware limited liability company (together with its Permitted Transferees hereunder, the “SG Investor” and, together with the HPS Investor, each an “Investor” and, collectively, the “Investors”).
This instrument and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Second Amended and Restated Shareholder Note Subordination Agreement (as amended, modified, restated or replaced...Shareholder Note Subordination Agreement • March 27th, 2020 • Mediaco Holding Inc. • Radio broadcasting stations • New York
MediaCo Holding Inc., an Indiana corporation (the “Company”), hereby promises to pay to SG Broadcasting LLC, a Delaware limited liability company (the “Holder”), the principal amount of up to $20,000,000.00 (the “Outstanding Principal Amount”), together with interest thereon calculated from the date hereof in accordance with the provisions of this Second Amended and Restated Unsecured Promissory Note (as amended, amended and restated, modified or supplemented, this “Note”). Except as defined in Section 6 hereof or unless otherwise indicated herein, capitalized terms used in this Note have the same meanings set forth in the Contribution Agreement.
MEDIACO HOLDING INC. UNSECURED CONVERTIBLE PROMISSORY NOTENote • November 27th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations • New York
This Note was issued in connection with the consummation of the transactions contemplated by that certain Contribution and Distribution Agreement, dated as of June 28, 2019 (as amended, amended and restated, modified or supplemented, the “Contribution Agreement”), by and among Emmis Communications Corporation, an Indiana corporation, the Holder and the other parties identified therein. Except as defined in Section 6 hereof or unless otherwise indicated herein, capitalized terms used in this Note have the same meanings set forth in the Contribution Agreement.
