1934 Uses in Certain Definitions Clause

Certain Definitions from Stock Incentive Plan

Certain Definitions. In addition to the defined terms set forth elsewhere in this Plan, the terms set forth below, shall, when capitalized, have the following respective meanings. Agreement shall mean the written agreement evidencing an award hereunder between the Company and the recipient of such award. Award shall mean a Bonus Stock Award, Performance Share Award, Restricted Stock Award or a Restricted Stock Unit Award. Board shall mean the Board of Directors of the Company. Bonus Stock shall mean shares of Common Stock that are not subject to a Restriction Period or Performance Measures. Bonus Stock Award shall mean an award of Bonus Stock under this Plan. Cause shall mean the willful and continued failure to substantially perform the duties assigned by the Company (other than a failure resulting from the Participants Disability), the willful engaging in conduct which is demonstrably injurious to the Company or any Subsidiary, monetarily or otherwise, including conduct that, in the reasonable judgment of the Committee, no longer conforms to the standard of the Companys executives, any act of dishonesty, commission of a felony, or a significant violation of any statutory or common law duty of loyalty to the Company. Change in Control shall have the meaning set forth in Section 5.8(b). Code shall mean the Internal Revenue Code of 1986, as amended. Committee shall mean the Compensation Committee of the Board or a subcommittee thereof, or any other committee designated by the Board to administer this Plan, consisting of two or more members of the Board, each of whom shall 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) an Independent Director within the meaning of the rules of the New York Stock Exchange. Common Stock shall mean the common stock, $.01 par value, of the Company. Disability Date shall mean the date on which a Participant becomes a Disabled Participant under the Ingredion Incorporated Retirement Savings Plan for Salaried Employees (the Ingredion Savings Plan) or a successor to such plan or any such similar plan containing a disability provision applicable to the Participant. If a Participant is not covered by the Ingredion Savings Plan or a similar plan containing a disability provision, the determination of whether the Participant has a Disability Date shall be made by the Committee by applying the provisions of the Ingredion Savings Plan as if the Participant were a participant of such plan or any similar plan that the Committee determines to be appropriate. Exchange Act shall mean the Securities Exchange Act of 1934, as amended. Fair Market Value shall mean the closing price of a share of Common Stock as reported in the New York Stock Exchange Composite Transactions 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, in the case of the exercise of an Incentive Stock Option or Non-Statutory Stock Option through a broker, Fair Market Value for the purpose of tax withholding shall mean the sales price received for a share of Common Stock and, provided further, that Fair Market Value may be determined by the Committee by whatever other means or method as the Committee, in the good faith exercise of its discretion, shall at such time deem appropriate. 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), 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 which meets the requirements of Section 422 of the Code, or any successor provision, and which is intended by the Committee to constitute an Incentive Stock Option. Non-Statutory Stock Option shall mean an option to purchase shares of Common Stock that is not an Incentive Stock Option. Participant shall mean an individual who has been granted an Incentive Stock Option, a Non-Statutory Stock Option, an SAR, a Bonus Stock Award, a Performance Share Award, a Restricted Stock Award or a Restricted Stock Unit Award. Performance Measures shall mean the criteria and objectives, established by the Committee, which shall be satisfied or met (i) as a condition to the exercisability of all or a portion of an option or SAR, (ii) as a condition to the grant of a Stock Award or (iii) during the applicable Restriction Period or Performance Period as a condition to the holders receipt of Common Stock subject to a Restricted Stock Award, Restricted Stock Unit Award or a Performa

Certain Definitions from Exchange and Registration Rights Agreement

CCO Holdings, LLC, a Delaware limited liability company (the Company), and CCO Holdings Capital Corp., a Delaware corporation (CCOH Capital and, together with the Company, the Issuers), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $1,000,000,000 aggregate principal amount of their 5.125% Senior Notes due 2027 (the Notes) on February 6, 2017. In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

Certain Definitions. For purposes of this Exchange and Registration Rights Agreement, the following terms shall have the following respective meanings: Agreement shall mean this Exchange and Registration Rights Agreement. Base Indenture shall mean the Indenture dated as of November 20, 2015 among the Issuers and the Trustee. Base Interest shall mean the interest that would otherwise accrue on the Notes under the terms thereof and the Indenture, without giving effect to the provisions of this Agreement. broker-dealer shall mean any broker or dealer registered with the Commission under the Exchange Act. CCH II means CCH II, LLC, a Delaware limited liability company. CCOH Capital shall have the meaning assigned thereto in the introductory paragraph hereto. Charter shall mean Charter Communications Inc. a Delaware corporation. Charter Holdings shall mean Charter Communications Holdings, LLC, a Delaware limited liability company. Closing Date shall mean February 6, 2017. Commission shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose. Company shall have the meaning assigned thereto in the introductory paragraph hereto. Conduct Rules shall have the meaning assigned thereto in Section 3(e)(xix) hereof. Effective Time, in the case of (i) an Exchange Offer Registration, shall mean the time and date as of which the Commission declares the Exchange Offer Registration Statement effective or as of which the Exchange Offer Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective. Electing Holder shall mean any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(e)(ii) or 3(e)(iii) hereof. Exchange Act shall mean the Securities Exchange Act of 1934, or any successor thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from time to time. Exchange Date shall have the meaning assigned thereto in Section 2(a) hereof. Exchange Notes shall mean the senior notes issued by the Issuers under the Indenture substantially identical in all material respects to the Notes (and entitled to the benefits of the Indenture which shall be qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) hereof, to be issued to holders in exchange for Registrable Securities. Exchange Offer shall have the meaning assigned thereto in Section 2(a) hereof. Exchange Offer Registration shall have the meaning assigned thereto in Section 3(c) hereof. Exchange Offer Registration Statement shall have the meaning assigned thereto in Section 2(a) hereof. Exchanging Dealer shall have the meaning assigned thereto in Section 6(a) hereof. FINRA shall have the meaning assigned thereto in Section 3(e)(xix) hereof. holder shall mean, unless the context otherwise indicates, each of the Purchasers and other persons who acquire Registrable Securities from time to time (including, without limitation, any successors or assigns), in each case for so long as such person is a registered holder of any Registrable Securities. Indenture shall mean the Base Indenture, as supplemented by the Third Supplemental Indenture, as the same shall be amended or supplemented from time to time. Issuers shall have the meaning assigned thereto in the introductory paragraph hereto. Losses shall have the meaning assigned thereto in Section 6(d) hereof. Notes shall have the meaning assigned thereto in the introductory paragraph hereto and shall include any Notes issued in exchange therefor or in lieu thereof pursuant to the Indenture. Notice and Questionnaire shall mean a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A hereto. Parent Companies shall mean, collectively, (i) Charter, (ii) Charter Holdings, (iii) Charter Communications Holding Company, LLC, a Delaware limited liability company and (iv) CCH II. person shall mean a corporation, association, partnership, organization, limited liability company, business, individual, government or political subdivision thereof or governmental agency. Purchase Agreement shall mean the Purchase Agreement, dated January 17, 2017, among the Representatives and the Issuers, relating to the Notes. Purchasers shall mean the Purchasers named in Schedule I to the Purchase Agreement. Registrable Securities shall mean the Notes (and to the extent set forth in clause (i) of this definition and in Section 2(d) hereof, certain Exchange Note

Certain Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is entered into as of February 2, 2017 by and among Farmland Partners Inc., a Maryland corporation (the Company), and each of the holders (collectively, the Holders and each individually, a Holder) of common units of limited partnership interest in Farmland Partners Operating Partnership, LP, a Delaware limited partnership (FPI OP), as set forth on Exhibit A hereto.

Certain Definitions. As used in this Agreement, in addition to the other terms defined herein, the following capitalized terms shall have the following meanings: Agreement shall have the meaning set forth in the preamble to this Agreement. Affiliate shall mean a Person that directly or indirectly though one or more intermediaries, controls, is controlled by, or is under common control with a specified Person. Common Stock shall have the meaning set forth in the recitals to this Agreement. Company shall have the meaning set forth in the preamble to this Agreement. Company Offering shall have the meaning set forth in Section 8 hereof. Contribution Agreement shall have the meaning set forth in the recitals to this Agreement. Exchange Act shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Holder or Holders shall have the meaning set forth in the preamble to this Agreement. Indemnitee shall have the meaning set forth in Section 5 hereof. NYSE shall mean the New York Stock Exchange. Offering Blackout Period shall have the meaning set forth in Section 8 hereof. Permitted Free Writing Prospectus shall have the meaning set forth in Section 3(b) hereof. Person shall mean any natural person, partnership, association, limited liability company, corporation, trust, or unincorporated organization, or other governmental or legal entity. Prospectus shall mean the prospectus included in the Registration Statement, including any preliminary prospectus (including any Permitted Free Writing Prospectus, as defined above), as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Shares (as defined below) covered by such Registration Statement, and by all other amendments and supplements to such prospectus, including post-effective amendments, and in each case including all material incorporated by reference therein. Registrable Shares shall mean the Shares and any shares of Common Stock or other securities issued or issuable in respect of Registrable Shares by way of spin-off, dividend or other distribution, stock split or in connection with a combination of shares, reclassification, merger, consolidation or reorganization; provided, however, that Registrable Shares shall not include (a) Shares for which the Registration Statement relating to the issuance and/or sale thereof has become effective under the Securities Act and which have been disposed of under such Registration Statement, (b) Shares sold pursuant to Rule 144, or (c) if, in the opinion of counsel reasonably acceptable to the Company and the Holders, Shares are eligible to be sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act and the Company has removed all transfer restrictions and legends with respect to the registration and prospectus delivery requirements for the consummation of such sale. Registration Expenses shall mean any and all expenses incident to the performance of or compliance with this Agreement, including without limitation: (i) all registration and filing fees; (ii) all fees and expenses associated with a required listing of the Registrable Shares on any securities exchange; (iii) all fees and expenses with respect to filings required to be made with the NYSE or any other securities exchange; (iv) all fees and expenses of compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for the holders of securities in connection with blue sky qualifications of the securities and determination of their eligibility for investment under the laws of such jurisdictions); (v) all printing expenses, messenger, telephone and delivery expenses; and (vi) all fees and disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses of any comfort letters or costs associated with the delivery by independent registered public accountants of a comfort letter or comfort letters); provided, however, that Registration Expenses shall not include, and the Company shall not have any obligation to pay, any underwriting fees, discounts, or commissions attributable to the sale of such Registrable Shares, or any legal fees and expenses of counsel to any Holder and any underwriter engaged by any Holder. Registration Statement shall mean any registration statement of the Company which covers the resale of any of the Registrable Shares under the Securities Act on an appropriate form, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all materials incorporated by reference therein. Rule 144 shall mean Rule 144 promulgated under the Securities Act (or any successor provision). SEC shall mean the Securities and Exchange Commission. Se

Certain Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT is made as of [__], 2017, by and among REV Group, Inc., a Delaware corporation (the Company), the Persons listed on Schedule A hereto under the heading AIP (each, an AIP Person and, collectively, AIP), the Persons listed on Schedule A hereto under the heading JPM (each, a JPM Person and, collectively, JPM), the Persons listed on Schedule A hereto under the heading Management (Management) [and Ally Commercial Finance, LLC (Ally)].

Certain Definitions. As used herein, the following terms shall have the following meanings: Additional Piggyback Rights has the meaning set forth in Section 2.2(c). Affiliate means (a) with respect to any AIP Person or JPM Person, any Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, and includes any private equity investment fund the which is the primary investment advisor (or an Affiliate thereof) to such specified Person and (b) with respect to any other Person, any Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. It is understood and agreed that, for purposes hereof, (i) each AIP Person shall be deemed to be an Affiliate of every other AIP Person, (ii) each JPM Person shall be deemed to be an Affiliate of every other JPM Person, (iii) neither the Company nor any subsidiary of the Company shall be deemed to be an Affiliate of any Holder, and (iv) except as set forth in clauses (i) or (ii) above, no Holder shall be deemed to be an Affiliate of any other Holder. Agreement means this Registration Rights Agreement, as this agreement may be amended, modified, supplemented or restated from time to time after the date hereof. AIP has the meaning set forth in the preamble. AIP Person has the meaning set forth in the preamble and any subsequent Holder who is Assigned all, but not less than all, of such AIP Persons Registrable Securities in a single transaction in accordance with Section 4.5. [Ally has the meaning set forth in the preamble.] Assign means to directly or indirectly sell, transfer, assign, distribute, exchange, pledge, hypothecate, mortgage, grant a security interest in, encumber or otherwise dispose of Registrable Securities, whether voluntarily or by operation of law, including by way of a merger. Assignor, Assignee, Assigning and Assignment have meanings corresponding to the foregoing. automatic shelf registration statement has the meaning set forth in Section 2.4. Board means the Board of Directors of the Company. Business Day means any day other than a Saturday, Sunday or day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close. Carryover Amount for any Holder means, with respect to any registered offering in which such Holder elected not to participate after receipt of a notice under Section 2.2(a), a number of Registrable Securities equal to the number of Registrable Securities then held by such Holder, multiplied by a fraction (expressed as a percentage), the numerator of which is equal to the number of Registrable Securities sold by the Holder that sold the most Registrable Securities in such offering and the denominator of which is the number of Registrable Securities held by such Holder immediately prior to such offering. Claims has the meaning set forth in Section 2.9(a). Company Shares means common stock of the Company, par value $0.001 per share, and any and all securities of any kind whatsoever of the Company that may be issued by the Company after the date hereof in respect of, in exchange for, or in substitution of, Company Shares, pursuant to any stock dividends, splits, reverse splits, combinations, reclassifications, recapitalizations, reorganizations and the like occurring after the date hereof. Company Shares 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) Company Shares or other equity securities of the Company (including, without limitation, any note or debt security convertible into or exchangeable for Company Shares or other equity securities of the Company). Company means REV Group, Inc. and any successor thereto. Demand Exercise Notice has the meaning set forth in Section 2.1(a). Demand Registration has the meaning set forth in Section 2.1(a). Demand Registration Request has the meaning set forth in Section 2.1(a). Exchange Act means the Securities Exchange Act of 1934, as amended. Expenses means any and all fees and expenses incident to the Companys performance of or compliance with Article 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 Company Shares are listed or quoted, (ii) fees and expenses of compliance with state securities or blue sky laws and in connection with the preparation of a blue sky survey, including, without limitation, reasonable fees and expenses of outside blue sky counsel, (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

Certain Definitions from Registration Rights Agreement

This Registration Rights Agreement (the Agreement) is made and entered into as of this 29th day of December, 2016, by and among RMG Networks Holding Corporation, a Delaware corporation (the Company), 2012 DOOH Investments LLC (DOOH Investments), DRW Commodities, LLC (DRW Commodities), and Childrens Trust C/U The Donald R. Wilson 2009 GRAT #1 (the Trust and together with DRW Commodities and DOOH Investments, the Standby Purchasers and each a Standby Purchaser). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement (as defined below) unless otherwise defined herein.

Certain Definitions. As used in this Agreement, the following terms shall have the following meanings: Additional Registrable Securities has the meaning specified in Section 2. Common Stock means the Companys common stock, par value $0.0001 per share, and any securities into which such shares may hereinafter be reclassified. Existing Agreements means (i) those two Registration Rights Agreements, each dated as of April 8, 2013, among the Company and the parties set forth on the applicable Schedule of Stockholders attached thereto, (ii) the Investor Rights Agreement, dated as of April 19, 2013, by and among the Company and the parties set forth on Schedule A thereto, (iii) the Registration Rights Agreement, dated as of April 19, 2013, between the Company and DRW Commodities, LLC, and (iv) the Registration Rights Agreement, dated as of March 25, 2015, by and among the Company and certain stockholders of the Company identified therein. Holder means a Standby Purchaser or any transferee or assignee of a Standby Purchaser to whom a Standby Purchaser assigns its rights under this Agreement in accordance with Section 7(c), and any subsequent transferee or assignee to whom a transferee or assignee further assigns its rights under this Agreement in accordance with Section 7(c). Initial Registrable Securities means (i) the Legacy Shares, (ii) the Warrants, (iii) the Warrant Shares, (iv) the Standby Shares and (v) any other securities issued or issuable with respect to or in exchange for the Legacy Shares, the Warrants, the Warrant Shares or the Standby Shares, whether by merger, dividend, recapitalization, exchange, adjustment, charter amendment, similar event or otherwise. Legacy Shares means all shares of Common Stock held by the Standby Purchasers as of the date hereof. Prospectus means (i) any prospectus (preliminary or final) included in any Registration Statement or any Existing Registration (as defined below), 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 or Existing Registration 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 1933 Act. Purchase Agreement means the Standby Purchase Agreement, dated as of November 30, 2016, among the Company and each Standby Purchaser. Register, registered and registration refer to a registration made by preparing and filing a Registration Statement or similar document in compliance with the 1933 Act (as defined below), and the declaration or ordering of effectiveness of such Registration Statement or document. Registrable Securities means the Initial Registrable Securities, and the Additional Registrable Securities; provided, that, a security shall cease to be a Registrable Security upon sale pursuant to a Registration Statement or Rule 144 under the 1933 Act. Registration Statement means any registration statement of the Company filed under the 1933 Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits to, and all material incorporated by reference in, such Registration Statement. Required Holders means the Holders beneficially owning a majority of the Registrable Securities. SEC means the U.S. Securities and Exchange Commission. Standby Shares means all shares of Common Stock issued to the Holders in connection with the Rights Offering, including all shares of Common Stock issued to each Holder pursuant to such Holders exercise of the Rights, pursuant to the Purchase Agreement or otherwise. Warrants means the warrants to purchase an aggregate of 2,533,333 shares of Common Stock (subject to adjustment) held by DOOH Investments as of the date hereof. Warrant Shares means all shares of Common Stock issued or issuable upon exercise of the Warrants, together with any additional shares of Common Stock that become issuable upon exercise of such warrants due to any adjustment required by the terms thereof (including as a result of the Rights Offering). 1933 Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 1934 Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Certain Definitions from Amended and Restated Registration Rights Agreement

This Amended and Restated Registration Rights Agreement (the Agreement), dated as of December 19, 2016, is by and among Fuse Medical, Inc., a Delaware corporation (the Company), Reeg Medical Industries, Inc., a Texas corporation (Reeg Medical), and NC 143 Family Holdings, LP, a Texas limited partnership (NC 143 and, together with Reeg Medical, the Investors).

Certain Definitions. As used in this Agreement, the following terms shall have the following meanings: Affiliate means, with respect to any person, any other person which directly or indirectly controls, is controlled by, or is under common control with, such person. Allowed Delay shall have the meaning set forth in Section 2(e)(ii) of this Agreement. Business Day means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business. Common Stock means shares of the Companys common stock, par value $0.01, and any securities into which such shares may hereinafter be reclassified. Company Registration means a registration statement to be filed by the Company with respect to any of its equity securities for its own account (other than a registration statement on Form S-4 or S-8 or any successor or substantially similar form). Form S-1 means a Form S-1 Registration Statement under the 1933 Act, or any successor or substantially similar form. Form S-3 means a Form S-3 Registration Statement under the 1933 Act, or any successor or substantially similar form. Investors means, in addition to such Investors as defined in the Preamble to this Agreement, a permitted transferee of any such Investor who is a subsequent holder of Registrable Securities and who executes and delivers to the Company a joinder to this Agreement. The Investors are individually referred to herein as an Investor. Other Holder Demand Rights means the rights of any holder of Company securities, other than the Investors, having a contractual right to require the Company to effect a registration of Company securities held by such holder. Other Holder Piggyback Rights means the rights of any holder of Company securities, other than the Investors, having contractual piggy-back registration rights entitled to participate in a registration. Prospectus means 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 or deemed to be incorporated by reference in such prospectus which is permitted to be so incorporated by reference in accordance with the rules and regulations of the SEC. Register, registered and registration refer to a registration made by preparing and filing a Registration Statement or similar document in compliance with the 1933 Act (as defined below), and the declaration or ordering of effectiveness of such Registration Statement or document. Registrable Securities or Registrable Security means (i) the shares of Common Stock issued to the Investors in connection with the Purchase Agreement and (ii) any securities issued or issuable with respect to such securities by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization with respect to any of the securities referenced in clause (i); provided that securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the 1933 Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, and new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company; (c) such securities shall have ceased to be outstanding; or (d) such securities are salable within a three-month period under Rule 144 without regard to any volume limitations under Rule 144. Registration shall mean any Demand Registration or Piggy-Back Registration. Registration Statement means any registration statement of the Company filed under the 1933 Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective amendments, and all exhibits to and all material incorporated by reference or deemed to be incorporated by reference in such Registration Statement. SEC means the U.S. Securities and Exchange Commission. Underwriter means a securities dealer, investment banker, or purchasers agent who purchases any Registrable Securities as principal in an underwritten offering and not as part of such securities dealers market-making activities. 1933 Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 1934 Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Certain Definitions from Exchange and Registration Rights Agreement

Petroleos Mexicanos (the Issuer), a productive state-owned company of the Federal Government of the United Mexican States (Mexico), proposes to issue and sell to you (collectively, the Purchasers) upon the terms set forth in the Terms Agreement (as defined herein) its 4.625% Notes due 2023 (the 2023 Notes) and its 6.750% Bonds due 2047 (the 2047 Bonds), which are jointly and severally guaranteed by Pemex Exploracion y Produccion, Pemex Transformacion Industrial, Pemex Perforacion y Servicios, Pemex Logistica and Pemex Cogeneracion y Servicios (each a Guarantor and, collectively, the Guarantors), each of which is a productive state-owned company of the Federal Government of Mexico. As an inducement to the Purchasers to enter into the Terms Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Issuer agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as f

Certain Definitions. For purposes of this Exchange and Registration Rights Agreement, the following terms shall have the following respective meanings: Additional Interest shall have the meaning assigned thereto in Section 2(c) hereof. Advice shall have the meaning assigned thereto in Section 3(h) hereof. Agreement shall mean this Exchange and Registration Rights Agreement. Base Interest shall mean the interest that would otherwise accrue on the Securities under the terms thereof and the Indenture, without giving effect to the provisions of this Agreement. The term broker-dealer shall mean any broker or dealer registered with the Commission under the Exchange Act. Commission shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose. Distribution Agreement shall mean the Distribution Agreement, dated as of January 27, 2009, among the Issuer and the Agents named therein, as amended and supplemented by (i) Amendment No. 1 to the Distribution Agreement, dated January 31, 2014, among the Issuer and the Agents and (ii) Amendment No. 2 to the Distribution Agreement, dated January 22, 2015, among the Issuer and the Agents. Effective Time in the case of (i) an Exchange Registration, shall mean the time and date as of which the Commission declares the Exchange Offer Registration Statement effective or as of which the Exchange Offer Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective. Electing Holder shall mean any holder of Registrable Securities who has returned a completed and signed Notice and Questionnaire to the Issuer in accordance with Section 3(d)(ii) hereof. Event Date shall have the meaning assigned thereto in Section 2(c) hereof. Exchange Act shall mean the Securities Exchange Act of 1934, or any successor thereto, as the same shall be amended from time to time. Exchange Offer Registration Statement shall have the meaning assigned thereto in Section 2(a) hereof. Exchange Offers shall have the meaning assigned thereto in Section 2(a) hereof. Exchange Registration shall have the meaning assigned thereto in Section 3(c) hereof. Exchange Securities shall have the meaning assigned thereto in Section 2(a) hereof. Guaranties shall have the meaning assigned thereto in the definition of Securities in this Section 1. Guarantor shall have the meaning assigned thereto in the first paragraph hereof. Guaranty Agreement shall have the meaning assigned thereto in the definition of Securities in this Section 1. holder shall mean a Purchaser and any other person who acquires Registrable Securities from time to time (including any successors or assigns), in each case for so long as such person owns any Registrable Securities. Indenture shall mean the Indenture, dated as of January 27, 2009, between the Issuer and the Trustee, as supplemented by: (i) the first supplemental indenture dated as of June 2, 2009 among the Issuer and Deutsche Bank AG, London Branch, as international paying and authenticating agent; (ii) the second supplemental indenture dated as of October 13, 2009 among the Issuer, the Trustee, Credit Suisse AG, as principal Swiss paying agent and authenticating agent, and BNP Paribas (Suisse) S.A., as Swiss paying agent; (iii) the third supplemental indenture dated as of April 10, 2012 among the Issuer, the Trustee and Credit Suisse AG, as Swiss paying agent and authenticating agent; (iv) the fourth supplemental indenture dated as of June 24, 2014 between the Issuer and the Trustee; (v) the fifth supplemental indenture dated as of October 15, 2014 between the Issuer and the Trustee; (vi) the sixth supplemental indenture dated as of December 8, 2015 among the Issuer, the Trustee, BNP Paribas (Suisse) S.A., as principal Swiss paying agent and authenticating agent and Credit Suisse AG, as Swiss paying agent; and (vii) the seventh supplemental indenture dated as of June 14, 2016 among the Issuer, the Trustee, Credit Suisse AG, as principal Swiss paying agent and authenticating agent, and UBS AG, as Swiss paying agent, and as the same shall be further amended from time to time. Issuer shall have the meaning assigned thereto in the first paragraph hereof. Mexico shall have the meaning assigned thereto in the first paragraph hereof. Notice and Questionnaire shall mean a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A hereto. The term person shall mean a corporation, association, partnership, organization, business, individual, government or political subdivision thereof or governmental agency. Purchasers shall have the meaning assigned thereto in the first paragraph hereof. Registrable Securities shall mean

Certain Definitions from Exchange and Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into by and among Petroleos Mexicanos (the Issuer), a productive state-owned company of the Federal Government of the United Mexican States (Mexico), and Barclays Capital Inc., Citigroup Global Markets Inc. and HSBC Securities (USA) Inc. (together, the Dealer Managers and each, a Dealer Manager).

Certain Definitions. For purposes of this Exchange and Registration Rights Agreement, the following terms shall have the following respective meanings: Additional Interest shall have the meaning assigned thereto in Section 2(c) hereof. Advice shall have the meaning assigned thereto in Section 3(h) hereof. Agreement shall have the meaning assigned thereto in the first paragraph hereof. Base Interest shall mean the interest that would otherwise accrue on the Securities under the terms thereof and the Indenture, without giving effect to the provisions of this Agreement. The term broker-dealer shall mean any broker or dealer registered with the Commission under the Exchange Act. Commission shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose. Distribution Agreement shall mean the Distribution Agreement, dated as of January 27, 2009, among the Issuer and the Agents named therein, as amended and supplemented by (i) Amendment No. 1 to the Distribution Agreement, dated January 31, 2014, among the Issuer and the Agents and (ii) Amendment No. 2 to the Distribution Agreement, dated January 22, 2015, among the Issuer and the Agents. Dealer Manager Agreement shall mean the Dealer Manager Agreement, dated as of September 13, 2016, among the Dealer Managers and the Issuer relating to the Securities. Dealer Managers shall have the meaning assigned thereto in the first paragraph hereof. Effective Time in the case of (i) an Exchange Registration, shall mean the time and date as of which the Commission declares the Exchange Offer Registration Statement effective or as of which the Exchange Offer Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective. Electing Holder shall mean any holder of Registrable Securities who has returned a completed and signed Notice and Questionnaire to the Issuer in accordance with Section 3(d)(ii) hereof. Event Date shall have the meaning assigned thereto in Section 2(c) hereof. Exchange Act shall mean the Securities Exchange Act of 1934, or any successor thereto, as the same shall be amended from time to time. Exchange Offer Registration Statement shall have the meaning assigned thereto in Section 2(a) hereof. Exchange Offer Securities shall have the meaning assigned thereto in the second paragraph hereof. Exchange Offers shall have the meaning assigned thereto in Section 2(a) hereof. Exchange Registration shall have the meaning assigned thereto in Section 3(c) hereof. Exchange Securities shall have the meaning assigned thereto in Section 2(a) hereof. Guaranties shall have the meaning assigned thereto in the definition of Securities in this Section 1. Guarantor shall have the meaning assigned thereto in the second paragraph hereof. Guaranty Agreement shall have the meaning assigned thereto in the definition of Securities in this Section 1. holder shall mean any person who acquires Registrable Securities from time to time (including any successors or assigns), in each case for so long as such person owns any Registrable Securities. Indenture shall mean the Indenture, dated as of January 27, 2009, between the Issuer and the Trustee, as supplemented by: (i) the first supplemental indenture dated as of June 2, 2009 among the Issuer and Deutsche Bank AG, London Branch, as international paying and authenticating agent; (ii) the second supplemental indenture dated as of October 13, 2009 among the Issuer, the Trustee, Credit Suisse AG, as principal Swiss paying agent and authenticating agent, and BNP Paribas (Suisse) S.A., as Swiss paying agent; (iii) the third supplemental indenture dated as of April 10, 2012 among the Issuer, the Trustee and Credit Suisse AG, as Swiss paying agent and authenticating agent; (iv) the fourth supplemental indenture dated as of June 24, 2014 between the Issuer and the Trustee; (v) the fifth supplemental indenture dated as of October 15, 2014 between the Issuer and the Trustee; (vi) the sixth supplemental indenture dated as of December 8, 2015 among the Issuer, the Trustee, BNP Paribas (Suisse) S.A., as principal Swiss paying agent and authenticating agent and Credit Suisse AG, as Swiss paying agent; and (vii) the seventh supplemental indenture dated as of June 14, 2016 among the Issuer, the Trustee, Credit Suisse AG, as principal Swiss paying agent and authenticating agent, and UBS AG, as Swiss paying agent, and as the same shall be further amended from time to time. Issuer shall have the meaning assigned thereto in the first paragraph hereof. Mexico shall have the meaning assigned thereto in the first paragraph hereof. New 2023 Notes shall have the meaning assigned thereto in the second paragraph hereof. New 2047 Bonds sha

Certain Definitions from Stockholders Agreement

THIS STOCKHOLDERS AGREEMENT (this Agreement) is made and entered into as of November 9, 2016, by and among Smart Sand, Inc., a Delaware corporation (the Company), and each of Clearlake Capital Partners II (Master), L.P., a Delaware limited partnership (Clearlake), and Keystone Cranberry, LLC, a Pennsylvania limited liability company (Keystone and Clearlake, each a Principal Stockholder). This Agreement shall become effective (the Effective Date) upon the closing of the Companys initial public offering of shares of its common stock, par value $0.001 per share (the Common Stock).

Certain Definitions. As used in this Agreement, the following terms have the following meanings: Affiliate means, with respect to any person, any other person controlled by, controlling or under common control with such person; provided that the Company and its Subsidiaries shall not be deemed to be Affiliates of either of the Principal Stockholders. As used herein, control (including, with its correlative meanings, controlling, controlled by and under common control with) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities, by contract or otherwise). Beneficially Own means that a specified person has or shares the right, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to vote shares of capital stock of the Company. Board means the board of directors of the Company. Change of Control means (i) the sale or disposition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis to any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), other than to either of the Principal Stockholder or their respective Affiliates; or (ii) any transaction or series of related transactions (including, but not limited to, a merger or consolidation) that results in any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), other than either of the Principal Stockholders and their respective Affiliates, acquiring shares of Common Stock or other equity interest of the Company that represent more than 50% of the total voting power of the Company (or any resulting company after such transaction). Subsidiary or Subsidiaries of any person means any corporation, partnership, joint venture or other legal entity of which such person (either alone or through or together with any other person), owns, directly or indirectly, 50% or more of the stock or other equity interests which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

Certain Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of November 2, 2016 (this Agreement), by and between BAY BANKS OF VIRGINIA, INC. (Bay Banks) and VIRGINIA BANCORP INC. (Virginia BanCorp).

Certain Definitions. The following terms are used in this Agreement with the meanings set forth below: Acquisition Agreement has the meaning set forth in Section 9.03(a). Acquisition Proposal means any tender or exchange offer, proposal for a merger, consolidation or other business combination involving Bay Banks or Virginia BanCorp or any of their Significant Subsidiaries or any proposal or offer to acquire equity interests representing 24.99% or more of the voting power of, or at least 24.99% of the assets or deposits of, Bay Banks or Virginia BanCorp or any of their Significant Subsidiaries, other than the transactions contemplated by this Agreement. Agreement has the meaning set forth in the preamble to this Agreement. Bank Merger has the meaning set forth in Section 3.01(a). Bank Merger Agreement means the Agreement and Plan of Merger of Virginia Commonwealth Bank with and into Bank of Lancaster, attached as Exhibit B. Bank Merger Effective Date has the meaning set forth in Section 3.02. Bank of Lancaster means Bank of Lancaster, a commercial bank chartered under the laws of Virginia and a wholly owned direct subsidiary of Bay Banks. Bay Banks has the meaning set forth in the preamble to this Agreement. Bay Banks Board means the Board of Directors of Bay Banks. Bay Banks Bylawsmeans the Bylaws of Bay Banks, as amended. Bay Banks Certificate means the Articles of Incorporation of Bay Banks, as amended. Bay Banks Common Stock means the common stock, par value $5.00 per share, of Bay Banks. Bay Banks Directors has the meaning set forth in Section 2.01(d). Bay Banks Disclosure Schedule has the meaning set forth in Section 6.01. Bay Banks Financial Statements has the meaning set forth in Section 6.03(i). Bay Banks Meeting has the meaning set forth in Section 7.02(a). Bay Banks Stock Options has the meaning set forth in Section 5.01(b). BHC Act has the meaning set forth in Section 6.03(b). Book-Entry Shares has the meaning set forth in Section 4.04(a). Code has the meaning set forth in the recitals. Compensation and Benefit Plans means all existing bonus, incentive, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock, stock option, severance, welfare and fringe benefit plans, employment or severance agreements and all similar practices, policies and arrangements in which any current or former employee, current or former consultant or current or former director participates or to which any such employees, consultants or directors are a party. Confidentiality Agreement means that certain confidentiality agreement between Bay Banks and Virginia BanCorp dated July 11, 2016. Disclosure Schedules has the meaning set forth in Section 6.01. Dissenting Shares has the meaning set forth in Section 2.04. DOL has the meaning set forth in Section (i)(iii) of Exhibit C to this Agreement. Effective Date has the meaning set forth in Section 2.02. Effective Time means the effective time of the Merger, as provided for in Section 2.02. Environmental Laws means all applicable local, state and federal environmental, health and safety laws and regulations, including, without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation, and Liability Act, the Clean Water Act, the Federal Clean Air Act, and the Occupational Safety and Health Act, each as amended, regulations promulgated thereunder, and state counterparts. ERISA means the Employee Retirement Income Security Act of 1974, as amended. ERISA Affiliate has the meaning set forth in Section (i)(iv) of Exhibit C to this Agreement. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. Exchange Agent means Continental Stock Transfer and Trust. Exchange Fund has the meaning set forth in Section 4.04(a). Exchange Ratio has the meaning set forth in Section 4.01. FDIC has the meaning set forth in Section 6.03(d). Fee has the meaning set forth in Section 9.03(a). GAAP means United States generally accepted accounting principles as in effect from time to time, consistently applied. Governmental Authority means any court, administrative agency or commission or other federal, state or local governmental authority or instrumentality. Indemnified Party has the meaning set forth in Section 7.09(a). Insurance Amount has the meaning set forth in Section 7.09(a). Intellectual Property has the meaning set forth in Section (v) of Exhibit C to the Agreement. IRS has the meaning set forth in Section (g)(ii) of Exhibit C to this Agreement. Lien means any charge, mortgage, pledge, security interest, restriction, claim, lien, or encumbrance. Loans has the meaning set forth in Section (u) of Exhibit C to this Agreement. Material Adverse Effect means, with respect to Virginia BanCorp or Bay Banks, any event, change, effect, development, state of facts, condition, circumstances or occurrence that, individually or in the a