1934 Uses in Certain Definitions Clause

Certain Definitions from Amended and Restated Registration Rights Agreement

This Third Amended and Restated Registration Rights Agreement, dated as of April 6, 2016 (this Agreement), is entered into by and among Kala Pharmaceuticals, Inc., a Delaware corporation (the Company), the individuals and entities listed on Schedule A attached hereto (collectively, the Investors and each individually, an Investor) and the individual listed on Schedule B attached hereto (the Key Holder, and together with the Investors, the Stockholders).

Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings: Charter shall mean the Companys Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time. Commission shall mean the United States Securities and Exchange Commission, or any other federal agency administering the Securities Act and the Exchange Act at the time. Common Stock shall mean the Companys common stock, par value $0.001 per share. Damages shall mean any loss, claim, damage, expense or liability, joint or several, to which a party hereto may become subject under the Securities Act, the Exchange Act or any other statute or at common law. Exchange Act shall mean the Securities Exchange Act of 1934, as amended, or any similar successor federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. Indemnified Person shall mean a Company Indemnified Person and/or a Stockholder Indemnified Person, as applicable. Joinder Agreement shall mean a joinder agreement in substantially the form attached hereto as Exhibit I. Key Holder Registrable Securities shall mean the shares of Common Stock held, or hereafter acquired, by the Key Holder from the Company, including without limitation any shares of Common Stock issued to the Key Holder upon the exercise of stock options. Person shall mean an individual, a corporation, a partnership, a joint venture, a trust, an unincorporated organization, a limited liability company or partnership, a government and any agency or political subdivision thereof. Preferred Stock shall mean, collectively, the Seed Preferred Stock, the Series A Preferred Stock, the Series B Preferred Stock, the Series B-1 Preferred Stock and the Series C Preferred Stock. Registrable Securities shall mean (i) the shares of Common Stock issued or issuable upon conversion of the Preferred Stock held, or hereafter acquired, by the Investors (the Investor Registrable Securities), (ii) Key Holder Registrable Securities and (iii) any other shares of Common Stock issued or issuable in respect of such Investor Registrable Securities or Key Holder Registrable Securities (because of stock splits, stock dividends, reclassifications, recapitalizations or similar events). Securities Act shall mean the Securities Act of 1933, as amended, or any similar successor federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. Seed Preferred Stock shall mean the Companys Seed Preferred Stock, par value $0.001 per share. Series A Preferred Stock shall mean the Companys Series A Preferred Stock, par value $0.001 per share. Series B Preferred Stock shall mean the Companys Series B Preferred Stock, par value $0.001 per share. Series B-1 Preferred Stock shall mean the Companys Series B-1 Preferred Stock, par value $0.001 per share.

Certain Definitions from Equity Incentive Plan

Certain Definitions. Absolute Share Limit shall have the meaning given such term in Section 1.5 of this Plan. Affiliate shall mean (i) any person directly or indirectly controlling, controlled by, or under common control with such other person, (ii) any executive officer or general partner of such other person and (iii) any legal entity for which such person acts as an executive officer or general partner. Agreement shall mean the written or electronic agreement evidencing an award hereunder between the Company and the recipient of such award. Award shall mean any Option (including any Incentive Stock Option or any Nonqualified Stock Option), SAR, Bonus Stock Award, Restricted Stock Award, Restricted Stock Unit Award, Performance Award, Other Equity-Based Award (including LTIP Units), or Substitute Award, together with any other right or interest, granted to a Participant. Board shall mean the Board of Directors of the Company. Bonus Stock shall mean shares of Common Stock which are not subject to a Restriction Period or Performance Measures. Bonus Stock Award shall mean an award of Bonus Stock under this Plan. Change in Control shall have the meaning set forth in Section 6.8(b). Class A Shares shall mean the Class A common stock, $0.001 par value per share, of the Company, and all rights appurtenant thereto. Code shall mean the Internal Revenue Code of 1986, as amended. Committee shall mean the Compensation Committee designated by the Board, consisting of two or more members of the Board, each of whom may be (i) a Non-Employee Director within the meaning of Rule 16b-3 under the Exchange Act, (ii) an outside director within the meaning of Section 162(m) of the Code (if awards under this Plan are subject to the deduction limitation of Section 162(m) of the Code) and (iii) independent within the meaning of the rules of the New York Stock Exchange or any other stock exchange on which the shares of Common Stock have been listed by the Company. If there is no Compensation Committee, then Committee shall mean the Board; provided, however, that any action taken by the Committee shall be valid and effective, whether or not the members of the Committee at the time of such action are later determined not to have satisfied the foregoing requirements or otherwise provided in any charter of the Committee; and provided further that with respect to awards made to a Non-Management Director, Committee shall mean the Board. Common Stock shall mean the common stock, par value $0.001 per share, of the Company, and all rights appurtenant thereto. Company shall mean TPG RE Finance Trust, Inc., a Maryland corporation, or any successor thereto. Consultant shall mean any consultant or advisor, including a consultant or advisor of the Manager or any of its Affiliates, who is a natural person and who provides services to the Company or any Subsidiary, so long as that person (i) renders bona fide services that are not in connection with the offer and sale of the Companys securities in a capital raising transaction, (ii) does not directly or indirectly promote or maintain a market for the Companys securities, and (iii) otherwise qualifies as a consultant under the applicable rules of the Securities and Exchange Commission for registration of securities on a Form S-8 registration statement (or any successor thereto). Dividend Equivalent Right shall mean the right, subject to the terms and conditions prescribed by the Committee, of a Participant to receive (or have credited) cash, securities, or other property in amounts equivalent to the cash, securities, or other property dividends declared on shares of Common Stock with respect to specified Restricted Stock Units, Performance Awards, or Other Equity-Based Awards of units denominated in shares of Common Stock or other Company securities, as determined by the Committee, in its sole discretion. Except as otherwise provided by the Committee, Dividend Equivalent Rights payable on a Restricted Stock Unit award, a Performance Award, or an Other Equity-Based Award that does not become non-forfeitable solely on the basis of continued employment or service shall be accumulated and distributed, without interest, only when and to the extent that, the underlying award is vested and earned. The Committee may provide that Dividend Equivalent Rights (if any) shall be automatically reinvested in additional shares of Common Stock or otherwise reinvested, applied to the purchase of additional Awards under this Plan, or deferred without interest to the date of vesting of the associated Award. Effective Date shall mean [*], the date on which this Plan was adopted by the Board, subject to obtaining the approval of the Companys stockholders. Exchange Act shall mean the Securities Exchange Act of 1934, as amended. Fair Market Value shall mean, as of any specified date, (i) if the Common Stock is listed on a national securities exchange, the closing sales price of a share of Common Stock, as reported on the stock exchange composi

Certain Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into effective as of , 2017, among Hyperdynamics Corporation, a Delaware corporation (the Company), each of the persons who have executed omnibus or counterpart signature page(s) hereto (each, a Subscriber and, collectively, the Subscribers), the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (collectively, the Brokers), and the other person(s) named on the signature pages hereto holding in the aggregate up to 700,000 shares of Common Stock (the Other Holders).

Certain Definitions. Capitalized terms used herein without definition have the meanings ascribed to them in the Subscription Agreement. As used in this Agreement, the following terms shall have the following respective meanings: Approved Market means OTC Markets Group, the OTC Bulletin Board, The Nasdaq Stock Market, the New York Stock Exchange or the NYSE Amex (in any listing or quotation tier of any of the foregoing). Blackout Period means, with respect to a registration, a period during which the Company, in the good faith judgment of its board of directors, determines (because of the existence of, or in anticipation of, any acquisition, financing activity, or other transaction involving the Company, or the unavailability for reasons beyond the Companys control of any required financial statements, disclosure of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company) that the registration and distribution of the Registrable Securities to be covered by such registration statement, if any, or the filing of an amendment to such registration statement in the circumstances described in Section 4(g), would be seriously detrimental to the Company and its stockholders, in each case commencing on the day the Company notifies the Holders that they are required, because of the determination described above, to suspend offers and sales of Registrable Securities and ending on the earlier of (1) the date upon which the material non-public information resulting in the Blackout Period is disclosed to the public or ceases to be material and (2) such time as the Company notifies the selling Holders that sales pursuant to such Registration Statement or a new or amended Registration Statement may resume; provided, however, that no Blackout Period shall extend for a period of more than fifteen (15) consecutive Trading Days (except for a Blackout Period arising from the filing of a post-effective amendment to the Registration Statement to update the prospectus therein to include the information contained in the Companys Annual Report on Form 10-K, which Blackout Period may extend for the amount of time reasonably required to respond to comments of the staff of the Commission (the Staff) on such amendment). Business Day means any day of the year, other than a Saturday, Sunday, or other day on which banks in the State of New York are required or authorized to close. Commission means the U. S. Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. Common Stock means the common stock, par value $0.001 per share, of the Company and any and all shares of capital stock or other equity securities of: (i) the Company which are added to or exchanged or substituted for the Common Stock by reason of the declaration of any stock dividend or stock split, the issuance of any distribution or the reclassification, readjustment, recapitalization or other such modification of the capital structure of the Company; and (ii) any other corporation, now or hereafter organized under the laws of any state or other governmental authority, with which the Company is merged, which results from any consolidation or reorganization to which the Company is a party, or to which is sold all or substantially all of the shares or assets of the Company, if immediately after such merger, consolidation, reorganization or sale, the Company or the stockholders of the Company own equity securities having in the aggregate more than 50% of the total voting power of such other corporation. Effective Date means the date of the final closing of the Offering. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. Family Member means (a) with respect to any individual, such individuals spouse, any descendants (whether natural or adopted), any trust all of the beneficial interests of which are owned by any of such individuals or by any of such individuals together with any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, the estate of any such individual, and any corporation, association, partnership or limited liability company all of the equity interests of which are owned by those above described individuals, trusts or organizations and (b) with respect to any trust, the owners of the beneficial interests of such trust. Holder means (i) each Subscriber or any of such Subscribers respective successors and Permitted Assignees who acquire rights in accordance with this Agreement with respect to any Registrable Securities directly or indirectly from a Subscriber or from any Permitted Assignee, (ii) each Broker or any of such Brokers respective successors and Permitted Assignees who acquire rights in accordance with this Agreement with respect to any Registrable Securities directly or indirectly from a Broker or from any Permitted Assig

Certain Definitions

Superior Industries International, Inc., a corporation organized and existing under the laws of the State of Delaware (the Corporation), hereby certifies that, pursuant to authority vested in the Board of Directors of the Corporation by Article Four of the Certificate of Incorporation of the Corporation (the Certificate of Incorporation), the following resolutions were adopted on March 22, 2017 by the Board of Directors of the Corporation (the Board) pursuant to Section 151 of the Delaware General Corporation Law:

Certain Definitions. As used in this Certificate of Designations, Preferences and Rights of Series A Perpetual Convertible Preferred Stock (the Series A Preferred Stock) and Series B Perpetual Convertible Preferred Stock (the Series B Preferred Stock, and, together with the Series A Preferred Stock, the Preferred Stock) of Superior Industries International, Inc. (the Certification of Designations), the following terms shall have the respective meanings set forth below: Affiliate, means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, such specified Person; provided that the Corporation and its subsidiaries shall not be deemed to be Affiliates of any Holder or any of their Affiliates. For the purposes of this definition, control, when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Approved Stock Plan means any employee benefit plan, equity incentive plan or other issuance, employment agreement or option grant or similar agreement which has been approved by the Board, pursuant to which the Corporations securities may be issued to any employee, consultant, officer or director for services provided to the Corporation. For the avoidance of doubt, Approved Stock Plan shall include all shares reserved for issuance pursuant to such Approved Stock Plan, and any increases to such share reserve that occur automatically or by stockholder approval on or after the Closing Date. Bloomberg means Bloomberg Financial Markets and its successors. Board means the board of directors of the Corporation. Business Day means any day except a Saturday, a Sunday or other day on which the U.S. Securities and Exchange Commission or banking institutions in New York, New York are authorized or required by law, regulation or executive order to be closed. Closing Date means the date of the initial closing of the purchase and sale of Preferred Stock pursuant to Section 2.02 of the Investment Agreement. Closing Price of the Common Stock on any date of determination means the closing sale price or, if no closing sale price is reported, the last reported sale price, of shares of Common Stock on the New York Stock Exchange on such date. If the Common Stock is not traded on the New York Stock Exchange on any date of determination, the Closing Price of the Common Stock on such date of determination means the closing sale price as reported in the composite transactions for the principal United States securities exchange or automated quotation system on which the Common Stock is so listed or quoted, or, if no closing sale price is reported, the last reported sale price on the principal United States securities exchange or automated quotation system on which the Common Stock is so listed or quoted, or if the Common Stock is not so listed or quoted on a United States securities exchange or automated quotation system, the last quoted bid price for the Common Stock in the over-the-counter market as reported by OTC Market Group, Inc. or any similar organization, or, if that bid price is not available, the market price of the Common Stock on that date as determined by an Independent Financial Advisor retained by the Corporation for such purpose. Common Stock means the common stock, par value $0.01 per share, of the Corporation, including the stock into which the Preferred Stock is convertible, and any securities into which the Common Stock may be reclassified. Common Stock Equivalents means any securities of the Corporation or its subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Conversion Price means $28.162, subject to adjustment as provided herein. Conversion Rate means, as of any date, the rate determined by dividing the Stated Value by the Conversion Price in effect on such date. Conversion Shares means the shares of Common Stock into which the Preferred Stock is convertible. Convertible Securities means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock. Current Market Price means, for each share of Common Stock as of any applicable record date for any issuance, distribution, dividend or other action, the arithmetic average of the VWAP per share of Common Stock for each of the thirty (30) consecutive full Trading Days ending on the Trading Day before the record date with respect to such issuance, distribution, dividend or other action, as the cas

Certain Definitions from Incentive Plan

Certain Definitions. Agreement shall mean the written or electronic agreement evidencing an award hereunder between the Company and the recipient of such award. Board shall mean the Board of Directors of the Company. Change in Control shall have the meaning set forth in Section 5.8(c). Code shall mean the Internal Revenue Code of 1986, as amended. Committee shall mean the Committee designated by the Board, consisting of two or more members of the Board, each of whom may be (i) a Non-Employee Director within the meaning of Rule 16b-3 under the Exchange Act, (ii) an outside director within the meaning of Section 162(m) of the Code and (iii) independent within the meaning of the rules of The New York Stock Exchange or, if the Common Stock is not listed on The New York Stock Exchange, within the meaning of the rules of the principal national stock exchange on which the Common Stock is then traded. Common Stock shall mean the common stock, par value $0.001 per share, of the Company, and all rights appurtenant thereto. Company shall mean Navigant Consulting, Inc., a Delaware corporation, or any successor thereto. Corporate Transaction shall have the meaning as set forth in Section 5.8(c)(iii). Exchange Act shall mean the Securities Exchange Act of 1934, as amended. Fair Market Value shall mean the closing transaction price of a share of Common Stock as reported on The New York Stock Exchange on the date as of which such value is being determined or, if the Common Stock is not listed on The New York Stock Exchange, the closing transaction price of a share of Common Stock on the principal national stock exchange on which the Common Stock is traded on the date as of which such value is being determined or, if there shall be no reported transactions for such date, on the next preceding date for which transactions were reported; provided, however, that if the Common Stock is not listed on a national stock exchange or if Fair Market Value for any date cannot be so determined, Fair Market Value shall be determined by the Committee in good faith and in accordance with Section 409A of the Code. Free-Standing SAR shall mean an SAR which is not granted in tandem with, or by reference to, an option, which entitles the holder thereof to receive, upon exercise, shares of Common Stock (which may be Restricted Stock) or, to the extent set forth in the applicable Agreement, cash or a combination thereof, with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of such SARs which are exercised. Incentive Stock Option shall mean an option to purchase shares of Common Stock that meets the requirements of Section 422 of the Code, or any successor provision, which is intended by the Committee to constitute an Incentive Stock Option. Incumbent Board shall have the meaning set forth in Section 5.8(c)(ii). Non-Employee Director shall mean any director of the Company who is not an officer or employee of the Company or any Subsidiary. Nonqualified Stock Option shall mean an option to purchase shares of Common Stock which is not an Incentive Stock Option. Outstanding Common Stock shall have the meaning set forth in Section 5.8(c)(i). Outstanding Voting Securities shall have the meaning set forth in Section 5.8(c)(i). Performance Awards shall mean a right to receive an amount of cash, shares of Common Stock, or a combination of both, contingent upon the attainment of specified Performance Measures within a specified Performance Period. Performance Measures shall mean the criteria and objectives, established by the Committee, which shall be satisfied or met (i) as a condition to the grant or exercisability of all or a portion of an option or SAR or (ii) during the applicable Restriction Period or Performance Period as a condition to the vesting of the holders interest in the shares of Common Stock subject to an award or the holders receipt of the shares of Common Stock or payment with respect to an award, as applicable. To the extent necessary for an award to be qualified performance-based compensation under Section 162(m) of the Code and the regulations thereunder, such criteria and objectives shall be one or more of the following corporate-wide or subsidiary, division, operating unit or individual measures: the attainment by a share of Common Stock of a specified Fair Market Value for a specified period of time, earnings per share, return on assets, return on equity, return on investments, return on invested capital, total shareholder return, earnings or net income of the Company before or after taxes and/or interest, EBITDA, revenues, market share, cash flow or cost reduction goals, interest expense, economic value created, gross margin, operating margin, net cash provided by operations, and strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion goals,

CERTAIN DEFINITIONS from Warrant to Purchase Common Stock

Icagen, Inc., a Delaware corporation (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, GPB Debt Holdings II, LLC, the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the "Warrant"), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), 857,143 (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the "Warrant Shares", and such number of Warrant Shares, the "Warrant Number"). Except as otherwise defined herein, capitalized terms in this Warrant shall h

CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

Certain Definitions from Registration Rights Agreement

This Registration Rights Agreement (the Agreement) is made and entered into as of , 2017 by and among [Mercury] (which name, prior to the closing of the Merger, was [Trojan]), a Delaware corporation (the Company), and the Investors named in that certain Securities Purchase Agreement by and among the Company and the Investors of even date herewith (the Purchase Agreement). The Company and the Investors may each be referred to herein individually as a Party and collectively as the Parties. This Agreement is made pursuant to the Purchase Agreement and shall be effective as of the Closing. Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

Certain Definitions. As used in this Agreement, the following terms shall have the following meanings: Business Day means any day, other than Saturday or Sunday, on which banks in New York City are open for the general transaction of business. Common Stock means the Companys common stock, par value $0.001 per share, and any securities into which such shares may hereinafter be reclassified. Closing shall have the meaning provided for in the Purchase Agreement. Eligible Market means any of The New York Stock Exchange, Inc., The NYSE MKT, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market. Exchange Act means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder. Initial Registration Statement means the initial Registration Statement filed pursuant to Section 2(a) of this Agreement. Investors means the Investors identified in the Purchase Agreement and any Affiliate, successor or assign, or permitted transferee of any Investor who is a subsequent holder of any Registrable Securities. Merger Agreement means that certain Agreement and Plan of Merger and Reorganization, dated as of March , 2017, by and among [Mercury], [Trojan], a Delaware corporation (Trojan), and [Trojan Merger Sub, Inc.], a Delaware corporation. Prospectus means (i) the prospectus included in any Registration Statement, 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, and (ii) any free writing prospectus as defined in Rule 405 under the Securities Act. Register, registered and registration refer to a registration made by preparing and filing a Registration Statement or similar document in compliance with the Securities Act (as defined below), and the declaration or ordering of effectiveness of such Registration Statement or document. Registrable Securities means (i) the Shares, (ii) the Warrant Shares and (iii) any other securities issued or issuable with respect to or in exchange for Registrable Securities, whether by merger, charter amendment, stock split, dividend, recapitalization, or otherwise; provided, that, a security shall cease to be a Registrable Security upon (A) the sale of such security pursuant to a Registration Statement or Rule 144 under the Securities Act, or (B) such security becoming eligible for sale without restriction by the applicable Investor pursuant to Rule 144. Registration Statements means any one or more registration statements of the Company filed under the Securities Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement (including, without limitation, the Initial Registration Statement and any Remainder Registration Statements), including (in each case) amendments and supplements to such Registration Statements, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statements. Remainder Registration Statements has the meaning set forth in Section 2(c). Required Investors means the Investors holding a majority of the Registrable Securities. Rule 144 means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule. Rule 415 means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule. SEC means the U.S. Securities and Exchange Commission. Securities Act means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder. Shares means the aggregate number of shares of Common Stock issued pursuant to the Purchase Agreement. Trading Day means (a) any day on which the Common Stock is listed or quoted and traded on its primary Trading Market, or (b) if the Common Stock is not then listed or quoted and traded on its primary Trading Market, then a day on which trading of the Common Stock occurs on an Eligible Market, or (c) if the Common Stock is not listed or quoted as set forth in clauses (a) or (b) hereof, any Business Day. Trading Market means The New York Stock Exchange, Inc., The NYSE MKT, The NASDAQ Global Select Market, The NASDAQ Global Market, The NASDAQ Capital Market or any other Eligible Market, or any national securities exchange, market or trading or quotation facility on which the Common Stock is then listed or quoted. Warrants means the Warrants issued pursuant to the Purchase Agreement. Warrant Shares means the shares of Common St

Certain Definitions from Agreement

This Agreement, dated as of May 12, 2017 (as amended, supplemented or otherwise modified from time to time, this "Agreement"), is made by and among ClubCorp Holdings, Inc., a Nevada corporation (the "Company"), the persons and entities listed on Exhibit A hereto (collectively, the "FrontFour Group" and, individually, a "member" of the FrontFour Group), and Emanuel R. Pearlman (the "Director Designee").

Certain Definitions. As used in this Agreement, the term (a) "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act (as defined below) and will include persons who become Affiliates of any person subsequent to the date of this Agreement; (b) "Associate" shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act and will include persons who become Associates of any person subsequent to the date of this Agreement; (c) "beneficially own," "beneficially owned" and "beneficial ownership" shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act; (d) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; (e) "NRS" shall mean the Nevada Revised Statutes; (f) "NYSE" shall mean the New York Stock Exchange; (g) "person" shall be interpreted broadly to include, among others, any individual, corporation (including not-for-profit), general or limited partnership, limited

Certain Definitions from Agreement

This Agreement, dated as of May 12, 2017 (as amended, supplemented or otherwise modified from time to time, this "Agreement"), is made by and among ClubCorp Holdings, Inc., a Nevada corporation (the "Company"), the persons and entities listed on Exhibit A hereto (collectively, the "FrontFour Group" and, individually, a "member" of the FrontFour Group), and Emanuel R. Pearlman (the "Director Designee").

Certain Definitions. As used in this Agreement, the term (a) "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act (as defined below) and will include persons who become Affiliates of any person subsequent to the date of this Agreement; (b) "Associate" shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act and will include persons who become Associates of any person subsequent to the date of this Agreement; (c) "beneficially own," "beneficially owned" and "beneficial ownership" shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act; (d) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; (e) "NRS" shall mean the Nevada Revised Statutes; (f) "NYSE" shall mean the New York Stock Exchange; (g) "person" shall be interpreted broadly to include, among others, any individual, corporation (including not-for-profit), general or limited partnership, limited

Certain Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (this Agreement), is made as of [*], 2017, by and among (i) Cannae Holdings, Inc., a Delaware corporation (Splitco), (ii) [*], a [*] ([*]), and (iii) [*], a [*] ([*]), and is effective as of the date hereof. Certain capitalized terms are defined in Section 1. Each of [*] and [*] are referred to herein individually as Holder and, collectively as the Holders.

Certain Definitions. As used herein, the following terms shall have the following meanings: Additional Piggyback Rights has the meaning ascribed to such term in Section 2.2(d). Affiliate means, as 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, such first Person. For this purpose, control (including, with its correlative meanings, controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership, membership, limited liability company or other ownership interests, by contract or otherwise. Notwithstanding the foregoing, for purposes of this Agreement, (i) none of FNF or any of its Subsidiaries shall be deemed to be Affiliates of Splitco or any of its Subsidiaries and (ii) none of Splitco or any of its Subsidiaries shall be deemed to be Affiliates of FNF or any of its Subsidiaries, in each case, for any periods prior to or following the Closing. Agreement means this Registration Rights Agreement, as this agreement may be amended, modified, supplemented or restated from time to time after the date hereof. automatic shelf registration statement has the meaning ascribed to such term in Section 2.4(v). Beneficial Ownership shall mean, with respect to a specified Person, the ownership of securities as determined in accordance with Rule 13d-3 of the Exchange Act, as such Rule is in effect from time to time. The terms Beneficially Own and Beneficial Owner shall have a correlative meaning. Board means the board of directors of Splitco. Business Day shall mean a day other than a Saturday, Sunday, federal or New York State holiday or other day on which commercial banks in the City of New York are authorized or required by law or other governmental action to close. Claims has the meaning ascribed to such term in Section 2.9(a). Common Stock Equivalents means all options, warrants and other securities convertible into, or exchangeable or exercisable for (at any time or upon the occurrence of any event or contingency and without regard to any vesting or other conditions to which such securities may be subject) Splitco Common Stock. Demand Exercise Notice has the meaning ascribed to such term in Section 2.1(a)(ii). Demand Registration has the meaning ascribed to such term in Section 2.1(a)(i). Demand Registration Request has the meaning ascribed to such term in Section 2.1(a)(i). Eligible Block Participants shall mean (i) [*] and (ii) [*]. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC issued under such Act, as they may from time to time be in effect. Expenses means any and all fees and expenses incident to Splitcos performance of or compliance with Section 2, including, without limitation: (i) SEC, stock exchange or FINRA registration and filing fees and all listing fees and fees with respect to the inclusion of securities on the New York Stock Exchange or on any other securities market on which the Splitco Common Stock are listed or quoted, (ii) fees and expenses of compliance with state securities or blue sky laws of any state or jurisdiction of the United States or compliance with the securities laws of foreign jurisdictions and in connection with the preparation of a blue sky survey, including, without limitation, reasonable fees and expenses of outside blue sky counsel and securities counsel in foreign jurisdictions, (iii) printing and copying expenses, (iv) messenger and delivery expenses, (v) expenses incurred in connection with any road show, (vi) fees and disbursements of counsel for Splitco, (vii) with respect to each registration or underwritten offering, the fees and disbursements of one counsel for [*] and [*], together with any local counsel, (viii) fees and disbursements of all independent public accountants (including the expenses of any audit and/or cold comfort letter and updates thereof) and fees and expenses of other Persons, including special experts, retained by Splitco, (ix) fees and expenses payable to a Qualified Independent Underwriter, (x) fees and expenses of any transfer agent or custodian, (xi) any other fees and disbursements of underwriters, if any, customarily paid by issuers or sellers of securities and (xii) expenses for securities law liability insurance and, if any, rating agency fees. FINRA means the Financial Industry Regulatory Authority, Inc. Holder or Holders means (1) any Person who is a signatory to this Agreement or (2) any Permitted Transferee to whom any Person who is a signatory to this Agreement shall assign or transfer any rights hereunder, provided, that such transferee has executed and delivered a Joinder and has thereby agreed in writing to be bound by this Agreement in respect of such Registrable Securities. Initiating Holders has the meaning ascribed