$0.01 Uses in Defined Terms Clause

Defined Terms from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 9, 2017, is made by and among Surgery Partners, Inc., a Delaware corporation (Purchaser), SP Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary (as defined herein) of Purchaser (Merger Sub), NSH Holdco, Inc., a Delaware corporation (the Company), and IPC / NSH, L.P., a Delaware limited partnership, solely in its capacity as the Sellers Representative (as defined herein).

Defined Terms. The following terms shall have the following meanings in this Agreement: Accounting Policies means GAAP, applied on a consistent basis with the Latest Balance Sheet and using consistent estimation methodologies and judgments and with consistent classifications as used in the Latest Balance Sheet and related statement of income; provided, however, that to the extent there is a conflict between the accounting principles, methods and practices used in preparing the Latest Balance Sheet and related statement of income and GAAP, GAAP shall prevail. For the avoidance of doubt, calculations made in accordance with the Accounting Policies shall be based exclusively on the facts and circumstances as they exist as of the Adjustment Time and excluding (i) the effects of any event, act, change in circumstances or similar development arising or occurring thereafter (including on the Closing Date) and any action of the Company Group or any of its Affiliates after Closing, (ii) any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement or (iii) any adjustment made after the Closing to conform with the accounting principles, methods, practices, estimation methodologies and judgments used by Purchaser and its Subsidiaries. Adjusted Closing Date Merger Consideration means the Closing Date Merger Consideration, minus the Adjustment Escrow Amount, minus the Indemnity Escrow Amount, minus the Sequoia Matter Escrow Amount, minus the Sellers Representative Expense Amount. Adjustment Amount means the net amount (which may be positive or negative) of all increases or decreases to the Closing Date Merger Consideration pursuant to Section 2.12(c). Adjustment Amount Per Share means, if the Adjustment Amount is positive, an amount, not less than zero, equal to (a) the Adjustment Amount divided by (b) the Fully-Diluted Shares. For the avoidance of doubt, if the Adjustment Amount is negative, then the Adjustment Amount Per Share will equal zero. Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement for purposes of holding the Adjustment Escrow Fund. Adjustment Escrow Amount means an amount equal to $2,000,000. Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon. Adjustment Time means the close of business on the Business Day immediately prior to the Closing Date. Affiliate means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, another Person. For purposes of this definition, the terms control, controlling, controlled by and under common control with, as used with respect to any Person, mean the possession, directly or indirectly, of the power to direct the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, for purposes of this Agreement, neither NSH Wyoming nor Casper shall be deemed to be an Affiliate of any member of the Company Group. Aggregate Option Exercise Amount means an amount equal to the aggregate exercise price of all In-the-Money Options outstanding immediately prior to the Effective Time. Amended Charter means the Second Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on July 1, 2014, as may be further amended, supplemented or restated from time to time. Applicable Law means, with respect to any Person, any federal, state, local or foreign common or statutory law, code, ordinance, rule, regulation, order or other requirement or rule of law, including any Healthcare Law, that is binding upon such Person. Aspen means Aspen Surgery Center, LLC. Aspen Divestiture Amount shall mean (a) the product of (i) the percentage ownership of Aspen represented by the Equity Securities of Aspen required to be divested by the Company and its Subsidiaries, and (ii) $11,193,525, minus (b) any cash proceeds actually received by Purchaser and its Subsidiaries in respect of such divestiture (net of Taxes actually imposed with respect to such disposition in the taxable year of such disposition, computed on a with and without basis). Base Merger Consideration means (i) $760,000,000 and (ii) the Wyoming Stock received by the Securityholders pursuant to the Interim Restructuring. Business Day means any day other than (a) a Saturday, Sunday or federal holiday or (b) a day on which commercial banks in New York, New York are authorized or required to be closed. Cash and Cash Equivalents means, as of any date at any time, without duplication, the sum of (a) the aggregate amount of all cash and cash equivalents (including marketable securities, short-te

Defined Terms

This letter agreement (this "Agreement") constitutes the agreement among PHH Corporation, a Maryland corporation (the "Company"), EJF Capital LLC, a Delaware limited liability company ("EJF"), EJF Debt Opportunities Master Fund, L.P., a Cayman Islands limited partnership (the "Debt Fund"), and EJF Debt Opportunities GP, LLC, a Delaware general partnership (together with EJF and the Debt Fund, the "Investors"). Each of the Company and each of the Investors is individually a "Party" and collectively, they are the "Parties." Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in paragraph 11 hereof.

Defined Terms. As used in this Agreement, (a) "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act and shall include Persons who become Affiliates of any Person subsequent to the date of this Agreement; provided, that "Affiliates" of a Person shall not include any entity, solely by reason of the fact that one or more of such Person's employees or principals serves as a member of its board of directors or similar governing body, unless such Person otherwise controls such entity (as the term "control" is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act); (b) "Annual Meeting" shall mean the annual meeting of stockholders of the Company, and any reference to an Annual Meeting preceded by a calendar year (e.g., "2017") shall mean the Annual Meeting to occur during such calendar year; (c) "beneficially own," "beneficially owned" and "beneficial ownership" shall have the meaning set forth in Rules 13d-3 and 13d-5(b)(l) promulgated under the Exchange Act; (d) "business day" shall mean any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed; (e) "Commitment Period" shall mean the period from the date of this Agreement until the thirtieth day prior to the deadline for submission of stockholder nominations and proposals in accordance with the By-Laws for the 2018 Annual Meeting; (f) "Company Shares" means shares of common stock of the Company, par value $0.01 per share; (g) "controlled," "controlling" and "controlled by" shall have the meanings set forth in Rule 12b-2 promulgated under the Exchange Act; (h) "Person" shall be interpreted broadly to include, among others, any individual, general or limited partnership, corporation, limited liability or unlimited liability company, joint venture, estate, trust, group, association or other entity of any kind or structure; (i) "SEC" means the United States Securities and Exchange Commission; (j) "Third Party" shall mean any Person that is not a Party or an Affiliate thereof, a member of the Board, a director or officer of the Company, or legal counsel to any Party; and (k) "Voting Securities" shall mean the Company Shares and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, such shares or other securities, whether or not subject to the passage of time or other contingencies.

Defined Terms

This letter agreement (this "Agreement") constitutes the agreement among PHH Corporation, a Maryland corporation (the "Company"), EJF Capital LLC, a Delaware limited liability company ("EJF"), EJF Debt Opportunities Master Fund, L.P., a Cayman Islands limited partnership (the "Debt Fund"), and EJF Debt Opportunities GP, LLC, a Delaware general partnership (together with EJF and the Debt Fund, the "Investors"). Each of the Company and each of the Investors is individually a "Party" and collectively, they are the "Parties." Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in paragraph 11 hereof.

Defined Terms. As used in this Agreement, (a) "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act and shall include Persons who become Affiliates of any Person subsequent to the date of this Agreement; provided, that "Affiliates" of a Person shall not include any entity, solely by reason of the fact that one or more of such Person's employees or principals serves as a member of its board of directors or similar governing body, unless such Person otherwise controls such entity (as the term "control" is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act); (b) "Annual Meeting" shall mean the annual meeting of stockholders of the Company, and any reference to an Annual Meeting preceded by a calendar year (e.g., "2017") shall mean the Annual Meeting to occur during such calendar year; (c) "beneficially own," "beneficially owned" and "beneficial ownership" shall have the meaning set forth in Rules 13d-3 and 13d-5(b)(l) promulgated under the Exchange Act; (d) "business day" shall mean any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed; (e) "Commitment Period" shall mean the period from the date of this Agreement until the thirtieth day prior to the deadline for submission of stockholder nominations and proposals in accordance with the By-Laws for the 2018 Annual Meeting; (f) "Company Shares" means shares of common stock of the Company, par value $0.01 per share; (g) "controlled," "controlling" and "controlled by" shall have the meanings set forth in Rule 12b-2 promulgated under the Exchange Act; (h) "Person" shall be interpreted broadly to include, among others, any individual, general or limited partnership, corporation, limited liability or unlimited liability company, joint venture, estate, trust, group, association or other entity of any kind or structure; (i) "SEC" means the United States Securities and Exchange Commission; (j) "Third Party" shall mean any Person that is not a Party or an Affiliate thereof, a member of the Board, a director or officer of the Company, or legal counsel to any Party; and (k) "Voting Securities" shall mean the Company Shares and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, such shares or other securities, whether or not subject to the passage of time or other contingencies.

DEFINED TERMS from Stockholders Agreement

THIS STOCKHOLDERS AGREEMENT is made and entered into on this 29th day of March, 2016 (as amended, supplemented or modified from time to time, this Agreement) by and among KKR Fund Holdings L.P., an exempted limited partnership formed under the laws of the Cayman Islands (Fund Holdings), the Stockholders (as defined below) (together with Fund Holdings, each an Investor), with respect to all provisions herein other than Article III, KKR Real Estate Finance Trust Inc., a Maryland corporation (KREF), and solely for purposes of Section 4.04 and Section 4.05(l), KKR Real Estate Finance Manager LLC, a Delaware limited liability company (KKR Manager).

DEFINED TERMS. The following defined terms used in this Agreement shall have the meanings specified below: Advisory Board has the meaning set forth in Section 4.05(a). Affiliate means, when used with respect to a Person, any Person that, directly or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, the Person specified; provided, however, that notwithstanding the foregoing Affiliate shall not include a portfolio company of any Person or such Persons Affiliates, except in the case of Section 4.04(a). Agreement has the meaning set forth in the preamble. B-Piece Ratio has the meaning set forth in Section 4.05. B-Piece Securities means the subordinate tranche or tranches of a commercial mortgaged-backed securitization. Book Value has the meaning set forth in Section 4.05. Business Day means any day except a Saturday, a Sunday or a day on which banking institutions in New York, New York are not required to open. Code has the meaning set forth in Section 2.02(e). Confidential Information means all confidential, proprietary or non-public information of, or concerning the performance, terms, business, operations, activities, personnel, training, finances, actual or potential investments, plans, compensation, clients or investors of KREF, KKR Manager or their respective Subsidiaries; provided that Confidential Information shall not, with respect to a given Stockholder, include information which (v) is in the public domain at the time it is received by such Stockholder, (w) becomes public other than by reason of a disclosure by such Stockholder in breach of this Agreement, (x) was already in the possession of such Stockholder (as demonstrated by such Stockholders written records) lawfully and on a non-confidential basis prior to the time it was received by such Stockholder from KREF, KKR Manager or their respective Affiliates, (y) was obtained by such Stockholder from a third party which, to the best of such Stockholders knowledge, was not disclosed in breach of an obligation of such third party not to disclose such information, or (z) was developed independently by such Stockholder without using or referring to any of the Confidential Information. Confidential Information expressly includes, without limitation, the terms of this Agreement and the Subscription Agreement, the fact that Fund Holdings or any of its Affiliates has invested in any investment of KREF and may be evaluating an investment, and the operations, business plan and results of KREF, KKR Manager and their respective Subsidiaries. Control, including the terms Controlling, Controlled by and under common Control with, means 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, by contract, or otherwise. Debt/Equity Ratio means KREFs total Recourse Indebtedness divided by its stockholders total equity. Debt Yield means with respect to any Investment, a fraction, expressed as a percentage, the numerator of which is the net operating income with respect to the underlying property or properties and the denominator of which is the principal amount of the senior mortgage loans on such property or properties, as determined in good faith by the KKR Manager at the time of such Investment. Deficiency Amount has the meaning set forth in Section 4.06 hereto. Drag Percentage has the meaning set forth in Section 3.03(a) hereto. Dragged Stockholder has the meaning set forth in Section 3.03(a) hereto. DSCR means with respect to any Investment, a fraction, expressed as a percentage, the numerator of which is the net operating income with respect to the underlying property or properties and the denominator of which is the annual payments due with respect to all indebtedness on such property or properties, as determined in good faith by the KKR Manager at the time of such Investment. Fund Holdings has the meaning set forth in the preamble. Independent Director means a director who is or would qualify as an Independent Director (as determined by the board of directors of KREF) pursuant to the listing standards of the New York Stock Exchange or NASDAQ. Investment has the meaning set forth in Section 4.05(j)(i)(A). Investment Advisors Act has the meaning set forth in Section 4.05(b). KKR Manager has the meaning set forth in the preamble. KKR Transferor has the meaning set forth in Section 3.03 hereto. KREF means KKR Real Estate Finance Trust Inc., a Maryland corporation, and its successors and assigns. Liquidity Event has the meaning set forth in Section 4.01 hereto. Loan Portfolio means all of KREFs Investments in debt instruments, including Mortgage Loans, Subordinated Loans and B-Piece Securities. LTV means with respect to any Investment, a fraction, expressed as a percentage, the numerator of which is the amount of such Investment and the denominator of which is the fair market value of the property or

DEFINED TERMS from Stockholders Agreement

THIS STOCKHOLDERS AGREEMENT is made and entered into on this 29th day of March, 2016 (as amended, supplemented or modified from time to time, this Agreement) by and among KKR Fund Holdings L.P., an exempted limited partnership formed under the laws of the Cayman Islands (Fund Holdings), the Stockholders (as defined below) (together with Fund Holdings, each an Investor), with respect to all provisions herein other than Article III, KKR Real Estate Finance Trust Inc., a Maryland corporation (KREF), and solely for purposes of Section 4.04 and Section 4.05(l), KKR Real Estate Finance Manager LLC, a Delaware limited liability company (KKR Manager).

DEFINED TERMS. The following defined terms used in this Agreement shall have the meanings specified below: Advisory Board has the meaning set forth in Section 4.05(a). Affiliate means, when used with respect to a Person, any Person that, directly or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, the Person specified; provided, however, that notwithstanding the foregoing Affiliate shall not include a portfolio company of any Person or such Persons Affiliates, except in the case of Section 4.04(a). Agreement has the meaning set forth in the preamble. B-Piece Ratio has the meaning set forth in Section 4.05. B-Piece Securities means the subordinate tranche or tranches of a commercial mortgaged-backed securitization. Book Value has the meaning set forth in Section 4.05. Business Day means any day except a Saturday, a Sunday or a day on which banking institutions in New York, New York are not required to open. Code has the meaning set forth in Section 2.02(e). Confidential Information means all confidential, proprietary or non-public information of, or concerning the performance, terms, business, operations, activities, personnel, training, finances, actual or potential investments, plans, compensation, clients or investors of KREF, KKR Manager or their respective Subsidiaries; provided that Confidential Information shall not, with respect to a given Stockholder, include information which (v) is in the public domain at the time it is received by such Stockholder, (w) becomes public other than by reason of a disclosure by such Stockholder in breach of this Agreement, (x) was already in the possession of such Stockholder (as demonstrated by such Stockholders written records) lawfully and on a non-confidential basis prior to the time it was received by such Stockholder from KREF, KKR Manager or their respective Affiliates, (y) was obtained by such Stockholder from a third party which, to the best of such Stockholders knowledge, was not disclosed in breach of an obligation of such third party not to disclose such information, or (z) was developed independently by such Stockholder without using or referring to any of the Confidential Information. Confidential Information expressly includes, without limitation, the terms of this Agreement and the Subscription Agreement, the fact that Fund Holdings or any of its Affiliates has invested in any investment of KREF and may be evaluating an investment, and the operations, business plan and results of KREF, KKR Manager and their respective Subsidiaries. Control, including the terms Controlling, Controlled by and under common Control with, means 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, by contract, or otherwise. Debt/Equity Ratio means KREFs total Recourse Indebtedness divided by its stockholders total equity. Debt Yield means with respect to any Investment, a fraction, expressed as a percentage, the numerator of which is the net operating income with respect to the underlying property or properties and the denominator of which is the principal amount of the senior mortgage loans on such property or properties, as determined in good faith by the KKR Manager at the time of such Investment. Deficiency Amount has the meaning set forth in Section 4.06 hereto. Drag Percentage has the meaning set forth in Section 3.03(a) hereto. Dragged Stockholder has the meaning set forth in Section 3.03(a) hereto. DSCR means with respect to any Investment, a fraction, expressed as a percentage, the numerator of which is the net operating income with respect to the underlying property or properties and the denominator of which is the annual payments due with respect to all indebtedness on such property or properties, as determined in good faith by the KKR Manager at the time of such Investment. Fund Holdings has the meaning set forth in the preamble. Independent Director means a director who is or would qualify as an Independent Director (as determined by the board of directors of KREF) pursuant to the listing standards of the New York Stock Exchange or NASDAQ. Investment has the meaning set forth in Section 4.05(j)(i)(A). Investment Advisors Act has the meaning set forth in Section 4.05(b). KKR Manager has the meaning set forth in the preamble. KKR Transferor has the meaning set forth in Section 3.03 hereto. KREF means KKR Real Estate Finance Trust Inc., a Maryland corporation, and its successors and assigns. Liquidity Event has the meaning set forth in Section 4.01 hereto. Loan Portfolio means all of KREFs Investments in debt instruments, including Mortgage Loans, Subordinated Loans and B-Piece Securities. LTV means with respect to any Investment, a fraction, expressed as a percentage, the numerator of which is the amount of such Investment and the denominator of which is the fair market value of the property or

Defined Terms from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into as of October 31, 2016 among THE FEMALE HEALTH COMPANY, a Wisconsin corporation (the Company), and the undersigned stockholders (each, a Stockholder and collectively, the Stockholders) of ASPEN PARK PHARMACEUTICALS, INC., a Delaware corporation (APP).

Defined Terms. For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Merger Agreement or this Section 1. Board means the board of directors (or any successor governing body) of the Company. Common Stock means the common stock, par value $0.01 per share, of the Company, and any other shares of stock issued or issuable with respect thereto (whether by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other corporate reorganization or other similar event with respect to the Common Stock). Loss means any loss, damage, claim or liability (joint or several) to which any person with indemnification rights pursuant to Section 6 may become subject under the Securities Act, the Exchange Act, or other federal or state law. Prospectus means the prospectus or prospectuses included in any Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance on Rule 430A under the Securities Act or any successor rule thereto), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus or prospectuses. Registrable Securities means (a) the Shares, and (b) any shares of Common Stock issued or issuable with respect to any shares described in subsection (a) above by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other reorganization or other similar event with respect to the Common Stock (it being understood that, for purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Securities whenever such Person has the right to then acquire or obtain from the Company any Registrable Securities, whether or not such acquisition has actually been effected). As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) the SEC has declared a Registration Statement covering such securities effective and such securities have been disposed of pursuant to such effective Registration Statement, (ii) such securities are sold under circumstances in which all of the applicable conditions of Rule 144 under the Securities Act are met, (iii) such securities become eligible for sale pursuant to Rule 144 without volume or manner-of-sale restrictions and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144(c)(1), (iv) such securities are otherwise transferred or (v) such securities have ceased to be outstanding. Registration shall mean a registration effected by preparing and filing a Registration Statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such Registration Statement becoming effective. Registration Statement means any registration statement of the Company, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference in such registration statement. Rule 144 means Rule 144 under the Securities Act or any successor rule thereto. SEC shall mean the Securities and Exchange Commission. Securities Act shall mean the Securities Act of 1933. Selling Expenses means all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any holder of Registrable Securities, except for the reasonable fees and disbursements of counsel for the holders of Registrable Securities required to be paid by the Company pursuant to Section 5. Series 4 Preferred Stock means the Class A Convertible Preferred Stock-Series 4, par value $0.01 per share, of the Company, and any other shares of stock issued or issuable with respect thereto (whether by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other corporate reorganization or other similar event with respect to the Series 4 Preferred Stock). Shares means the shares of Common Stock issued or issuable to the Stockholders pursuant to the Merger Agreement, including any Escrow Shares, and any shares of Common Stock issued or issuable

Defined Terms from Purchase and Sale Agreement

This PURCHASE AND SALE AGREEMENT (this Agreement) is executed as of the 17th day of October, 2016 (the Execution Date), and is between (i) QStar LLC, a Delaware limited liability company (Seller), and (ii) SM Energy Company, a Delaware corporation (Buyer). Seller and Buyer are each referred to as a Party and collectively referred to as the Parties.

Defined Terms. Capitalized terms used herein shall have the meanings set forth in this Section 15.1 unless the context requires otherwise. Accounting Arbitrator shall have the meaning set forth in Section 3.7. Additional Cash Consideration shall have the meaning set forth in Section 3.11. Additional Lease shall mean any oil and gas lease with a paid-up primary term of not less than three (3) years and lease Burdens not exceeding twenty five percent (25%) and acquired by Seller within the Designated Area from and after the Execution Date and until the Closing, subject to the terms and conditions of Section 6.6. Additional Lease Amount shall have the meaning set forth in Section 6.6(a). Adjusted Cash Consideration shall have the meaning set forth in Section 3.3. AFEs shall have the meaning set forth in Section 4.13. Affiliate shall mean, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, another Person, and the term control and its derivatives with respect to any Person mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; provided, however, that EnCap Investments, L.P and its other controlled entities shall not be deemed to be an Affiliate of Seller. Aggregate Deductible shall mean an amount equal to two and a half percent (2.5%) of the Unadjusted Purchase Price. Agreement shall have the meaning set forth in the introductory paragraph herein. Allocated Values shall have the meaning set forth in Section 3.8. AMI Agreement shall have the meaning set forth in Section 11.4(a). Applicable Confidentiality Agreements shall mean all confidentiality or non-disclosure agreements executed within the 60 days prior to the Execution Date to which Seller or any affiliate of Seller is a party and that relate to the sale of all or any portion of the Leases or Wells. Applicable Contracts shall mean all Contracts to which Seller is a party or is bound to the extent relating to any of the Assets and (in each case) that will be binding on Buyer after Closing, including: communitization agreements; unitization agreements; net profits agreements; production payment agreements; area of mutual interest agreements; joint venture agreements; confidentiality agreements; farmin and farmout agreements; bottom hole agreements; crude oil, condensate and natural gas purchase and sale, gathering, transportation and marketing agreements; hydrocarbon storage agreements; acreage contribution agreements; operating agreements; balancing agreements; processing agreements; saltwater disposal agreements; facilities or equipment leases; and other similar contracts and agreement, including the Contracts set forth on Schedule 4.8, but exclusive of any master service agreements and Contracts relating to the Excluded Assets. Asset Taxes shall mean ad valorem, property, excise, severance, production, sales, use, or similar Taxes based upon or measured by the ownership or operation of the Assets or the production of Hydrocarbons or the receipt of proceeds therefrom, but excluding, for the avoidance of doubt, Income Taxes and Transfer Taxes. Assets shall have the meaning set forth in Section 2.1. Assignment shall mean the Assignment and Bill of Sale from Seller to Buyer, pertaining to the Assets, substantially in the form attached to this Agreement as Exhibit D. Assumed Obligations shall have the meaning set forth in Section 13.1. Burden shall mean any and all royalties (including lessors royalty), overriding royalties, production payments, net profits interests and other burdens upon, measured by or payable out of production (excluding, for the avoidance of doubt, any Taxes). Business Day shall mean a day (other than a Saturday or Sunday) on which commercial banks in Houston, Texas are generally open for business. Buyer shall have the meaning set forth in the introductory paragraph herein. Buyer Common Stock shall mean the common stock, par value $0.01 per share, of Buyer. Buyer Indemnified Parties shall have the meaning set forth in Section 13.2. Buyer Material Adverse Effect shall mean an event or circumstance that, individually or in the aggregate, results in a material adverse effect (a) to the financial condition, business or results of operations of Buyer and its Subsidiaries, taken as a whole; provided, however, that a Buyer Material Adverse Effect shall not include any material adverse effect resulting from: (i) entering into this Agreement or the announcement of the transactions contemplated by this Agreement; (ii) any action or omission of Buyer taken in accordance with the terms of this Agreement without the violation thereof or with the prior written consent of Seller; (iii) changes in general market, economic, financial or political conditions (including changes in commodity pri

Defined Terms from Agreement of Limited Partnership

Pursuant to the Amended and Restated Agreement of Limited Partnership of Wheeler REIT, L.P. (the Partnership Agreement), the General Partner hereby amends the Partnership Agreement as follows in connection with the issuance of the Series D Cumulative Convertible Preferred Stock, without par value per share (the Series D Preferred Stock), of Wheeler Real Estate Investment Trust, Inc., a Maryland corporation, and the issuance to the General Partner of Series D Preferred Units (as defined below) in exchange for the contribution by the General Partner of the net proceeds from the issuance and sale of the Series D Preferred Stock to the Partnership:

Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Partnership Agreement, including any amendments thereto. The following defined terms used in this Amendment to the Partnership Agreement shall have the meanings specified below: Articles Supplementary means the Articles Supplementary of the General Partner filed with the State Department of Assessments and Taxation of the State of Maryland on September 16, 2016 designating the terms, rights and preferences of the Series D Preferred Stock. Base Liquidation Preference shall have the meaning provided in Section 7. Common Stock means the common stock, $0.01 par value per share, of the General Partner. Default Rate shall have the meaning provided in Section 5(e). Distribution Period shall have the meaning provided in Section 5(a). Distribution Record Date shall have the meaning provided in Section 5(a). Initial Rate shall have the meaning provided in Section 5(a). Junior Units shall have the meaning provided in Section 4. Parity Preferred Units shall have the meaning provided in Section 4. Partnership shall mean Wheeler REIT, L.P., a Virginia limited partnership. Partnership Agreement shall have the meaning provided in the recital above. Preferred Units means all Partnership Interests designated as preferred units by the General Partner from time to time in accordance with Section 7.1 of the Partnership Agreement. Redemption and Paying Agent shall have the meaning provided in Section 5(e). Senior Units shall have the meaning provided in Section 4. Series D Preferred Return shall have the meaning provided in Section 5(a). Series D Preferred Stock shall have the meaning provided in the recital above. Series D Preferred Unit Distribution Payment Date shall have the meaning provided in Section 5(a). Series D Preferred Units shall have the meaning provided in Section 1.

Defined Terms from Shareholders Agreement

SHAREHOLDERS AGREEMENT, dated as of [October 31], 2016 (as it may be amended from time to time, this Agreement), among (i) Yum China Holdings, Inc., a Delaware corporation (the Company), (ii) Pollos Investment L.P., a Cayman Islands Limited Partnership (PV), and (iii) API (Hong Kong) Investment Limited (AF) (each of AF and PV an Investor and collectively, the Investors). The Investors, collectively with the Company, are referred to herein as the Parties.

Defined Terms. Capitalized terms when used in this Agreement have the meanings set forth in this Agreement or, when so indicated, in the applicable Transaction Agreement. As used in this Agreement: Acquisition Transaction means any transaction or series of related transactions involving: (i) (a) any acquisition (whether direct or indirect, including by way of merger, share exchange, consolidation, business combination or other similar transaction) or purchase from the Company or any of its Subsidiaries that would result in any Person or Group Beneficially Owning fifty percent (50%) or more in interest of the total outstanding Equity Securities of the Company or any of its Subsidiaries (measured by voting power or economic interest), or (b) any tender offer, exchange offer or other secondary acquisition that would result in any Person or Group Beneficially Owning fifty percent (50%) or more in interest of the total outstanding Equity Securities of the Company or any of its Subsidiaries (measured by voting power or economic interest), or (c) any merger, consolidation, share exchange, business combination or similar transaction involving the Company or any of its Subsidiaries that would result in the stockholders of the Company immediately preceding such transaction Beneficially Owning less than fifty percent (50%) in interest of the total outstanding Equity Securities in the surviving or resulting entity of such transaction (measured by voting power or economic interest); provided, that this clause (c) shall not apply if such transaction or series of related transactions is an acquisition by the Company effected, in whole or in part, through the issuance of Equity Securities of the Company; (ii) any sale or lease or exchange, transfer, license or disposition of a business, deposits or assets that constitute fifty percent (50%) or more of the consolidated assets, business, revenues, net income, assets or deposits of the Company; or (iii) any liquidation or dissolution of the Company. Adjusted VWAP Price Per Share has the meaning set forth in the Investment Agreements. AF has the meaning set forth in the Preamble. AF Investment Agreement has the meaning set forth in the Recitals. AF Observer has the meaning set for in Section 1.1(f). AF Shares has the meaning ascribed to Investor Shares as set forth in the AF Investment Agreement. Affiliate means (except as specifically otherwise defined), when used with respect to a specified Person, a Person that, directly or indirectly, through one (1) or more intermediaries, Controls, is Controlled by, or is Under common Control with, such specified Person; provided that (x) from and after the date hereof, (a) neither the Company nor any of its Subsidiaries shall be considered an Affiliate of Parent or any of its Subsidiaries or of any Affiliate of Parent or its Subsidiaries; and (b) neither Parent nor any of its Subsidiaries shall be considered an Affiliate of the Company or any of its Subsidiaries or of any Affiliate of the Company or its Subsidiaries and (y) no Portfolio Company of PV shall be deemed an Affiliate of PV. Notwithstanding anything herein to the contrary, with respect to AF, Affiliate shall mean (i) Zhejiang Ant Small and Micro Financial Services Group Co., Ltd., or (ii) a Person that, directly or indirectly, through one (1) or more intermediaries, is Controlled by Zhejiang Ant Small and Micro Financial Services Group Co., Ltd., but in any event excluding the Persons listed in Annex B of the AF Investment Agreement and their respective controlled Persons; provided, that solely for purposes of Section 2.2 hereof, the first two Persons set forth on Annex B shall only be excluded to the extent such Persons would not otherwise by deemed to be an Affiliate under this definition. For purposes of this definition, Portfolio Company of PV shall mean any Person in which any pooled investment fund or managed account managed and/or advised by Primavera Capital GP II Ltd. and/or its Affiliates has made an investment (including without limitation direct or indirect investments in shares, debentures, convertible loan stock, options, swaps, forward contracts, other derivative contracts, guarantees, warrants, debt instruments and loans (whether secured, unsecured or subordinated) other than such Person in which the Fund and other Affiliates of the Fund are the sole non-management investors. Agreement has the meaning set forth in the Preamble. Applicable Law means any applicable national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Entity. Beneficially Own with respect to any securities shall mean having beneficial ownership of such securities (

Defined Terms from Stockholders Agreement

This Stockholders Agreement is entered into as of [*], 2016 by and among [IPO Issuer], a Delaware corporation (the Company), Star Atlantic Waste Holdings, L.P. (Star Atlantic), BTG Pactual International Portfolio Fund II SPC, Segregated Portfolio BTGPH Corp Hedge (BTG), and Canada Pension Plan Investment Board (CPPIB).

Defined Terms. In addition to the terms defined elsewhere herein, the following terms have the following meanings when used herein with initial capital letters: Affiliate has the meaning set forth in Rule 12b-2 promulgated under the Exchange Act, as in effect on the date hereof. Agreement means this Stockholders Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof. beneficially own has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act. Board means the board of directors of the Company. Business Day means a day other than a Saturday, Sunday, federal or New York State holiday or other day on which commercial banks in New York City (and with respect to any CPPIB Entity, in Toronto) are authorized or required by law to close. BTG Designee has the meaning set forth in Section 2.1(b). BTG Entity means each of BTG Pactual International Portfolio Fund II SPC, Segregated Portfolio BTGPH Corp Hedge, any of its affiliates or subsidiaries and any of its and their successors and assigns. BTG has the meaning set forth in the Preamble. Closing Date has the meaning set forth in the Background. Company has the meaning set forth in the Preamble. Common Stock means [the shares of common stock, par value $0.01 per share, of the Company, and any other capital stock of the Company into which such stock is reclassified or reconstituted and any other common stock of the Company].