4% Uses in DEFINITIONS Clause

DEFINITIONS from Deferred Compensation Agreement

THIS DEFERRED COMPENSATION AGREEMENT (this Agreement), adopted this 22nd day of JUNE, 2015, by and between Riverview Bank, located in Marysville, Pennsylvania (hereinafter referred to as the Employer), and Robert Garst (hereinafter referred to as the Executive), formalizes the agreements and understanding between the Employer and the Executive. The Employer is the wholly owned subsidiary of Riverview Financial Corporation (the Corporation).

DEFINITIONS. For the purpose of this Agreement, the following phrases or terms shall have the indicated meanings: 1.1 Accumulation Period Crediting Rate means the five (5) year rolling average of the 20-year Treasury rate for the immediately preceding five (5) Plan Years, plus three percent (3%). The minimum Accumulation Period Crediting Rate shall be four percent (4%). 1.2 Administrator means the Board or its designee. 1.3 Affiliate means any business entity with whom the Employer would be considered a single employer under Sections 414(b) and 414(c) of the Code. Such term shall be interpreted in a manner consistent with the definition of service recipient contained in Code Section 409A. 1.4 Base Salary means the Annual Base Salary amounts described in Article III of the Employment Agreement between the Employer and the Executive dated January 4, 2012, as amended. 1.5 Beneficiary means the person or persons designated in writing by the Executive to receive benefits hereunder in the event of the Executives death. 1.6 Benefit Payment Election Form means the form established from time to time by the Administrator that the Executive completes, signs and returns to the Administrator to designate the timing of the payment of the Deferrals. 1.7 Board means the Board of Directors of the Employer. 1.8 Bonus means the cash bonus, if any, awarded to the Executive for services performed during the Plan Year. 1.9 Cause means any of the following acts or circumstances: (i) the Executives willful failure to perform or to comply with any term or provision of the Executives employment agreement with the Employer, if any; (ii) the Executives willful failure to perform or to comply fully with any lawful directive of the Board or of any duly constituted committee thereof after written notice and a failure to cure within thirty (30) days of such notice; (iii) the Executives violation of the Employers EBO policy; or (iv) the Executives removal from office or permanent prohibition from participating in the conduct of the Employers affairs by a final order issued by an appropriate federal banking agency pursuant to Section 8(e) or 8(g) of the Federal Deposit Insurance Act or by the Comptroller of the Currency pursuant to national law. 1.10 Change in Control means a change in the ownership or effective control of the Employer or the Corporation, or in the ownership of a substantial portion of the assets of the Employer or the Corporation, in each case as such change is defined in Code Section 409A and the regulations thereunder. 1.11 Claimant means a person who believes that he or she is being denied a benefit to which he or she is entitled hereunder. 1.12 Code means the Internal Revenue Code of 1986, as amended. 1.13 Contribution means any discretionary contribution made by the Employer to the Deferral Account as described in Section 2.5. 1.14 Deferral Account means the Employers accounting of the accumulated Deferrals and Contributions plus accrued interest. 1.15 Deferral Election Form means each form established from time to time by the Administrator that the Executive completes, signs and returns to the Administrator to designate the amount of Deferrals. 1.16 Deferrals means the amount of Base Salary, Bonus or Performance-Based Compensation that the Executive elects to defer according to this Agreement. 1.17 Disability means a condition of the Executive whereby the Executive either: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 (twelve) months, or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Employer. The Administrator will determine whether the Executive has incurred a Disability based on its own good faith determination and may require the Executive to submit to reasonable physical and mental examinations for this purpose. The Executive will also be deemed to have incurred a Disability if determined to be totally disabled by the Social Security Administration or in accordance with a disability insurance program, provided that the definition of disability applied under such disability insurance program complies with the initial sentence of this Section. 1.18 Distribution Period Crediting Rate means the average yield on the 10-year Treasury Note during the month immediately preceding the commencement of benefit payments, plus two per cent (2%). The minimum Distribution Period Crediting Rate shall be four percent (4%). 1.19 Early Termination means Separation from Service before Normal Benefit Age except when such Separation from Service occurs within twenty-fou

Definitions from Supplemental Indenture

This Twenty-Eighth Supplemental Indenture, dated as of June 9, 2017 (the Twenty-Eighth Supplemental Indenture), is entered into between CalAtlantic Group, Inc., a Delaware corporation formerly known as Standard Pacific Corp. (the Company), the Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association, Bank One Trust Company, N.A. and The First National Bank of Chicago), as trustee (the Trustee);

Definitions. The following terms shall have the meaning set forth below in this Twenty-Eighth Supplemental Indenture. Except as otherwise provided in this Twenty-Eighth Supplemental Indenture, all words, terms and phrases defined in the Original Indenture (but not otherwise defined herein) shall have the same meaning herein as in the Original Indenture. To the extent terms defined herein differ from terms defined in the Original Indenture the terms defined herein will govern for purposes of this Twenty-Eighth Supplemental Indenture and the Notes. 2019 Notes means the Companys 1/4% Convertible Senior Notes due 2019. 2020 Notes means the Companys 6 5/8% Senior Notes due 2020. 2022 Notes means the Companys 5 3/8% Senior Notes due 2022. 2024 Notes means the Companys 5 7/8% Senior Notes due 2024. 2024 Notes Indenture means the Original Indenture as amended and supplemented by the Twenty-First Supplemental Indenture thereto and the Twenty-Fifth Supplemental Indenture thereto. 2026 Notes means the Companys 5 1/4% Senior Notes due 2026. 2026 Notes Indenture means the Original Indenture as amended and supplemented by the Twenty-Seventh Supplemental Indenture thereto. 2032 Notes means the Companys 1 1/4% Convertible Senior Notes due 2032. 1 5/8% 2018 Notes means the Companys 1 5/8% Convertible Senior Notes due 2018. 6 1/4% 2021 Notes means the Companys 6 1/4% Senior Notes due 2021. 6 1/4% 2021 Notes Indenture means the Original Indenture as amended and supplemented by the Twentieth Supplemental Indenture thereto and the Twenty-Fourth Supplemental Indenture thereto. 8 3/8% 2018 Notes means the Companys 8 3/8% Senior Notes due 2018. 8 3/8% 2018 Notes Indenture means the Original Indenture as amended and supplemented by the Fourteenth Supplemental Indenture thereto, the Fifteenth Supplemental Indenture thereto and the Twenty-Second Supplemental Indenture thereto. 8 3/8% 2021 Notes means the Companys 8 3/8% Senior Notes due 2021. 8 3/8% 2021 Notes Indenture means the Original Indenture as amended and supplemented by the Sixteenth Supplemental Indenture thereto and the Twenty-Third Supplemental Indenture thereto. Additional Notes means any newly issued Notes issued after the Original Issue Date of the Initial Notes from time to time in accordance with the terms of the Indenture. Attributable Debt, when used with respect to any Sale and Leaseback Transaction, means, as at the time of determination, the present value (discounted at a rate equivalent to the Companys then-current weighted average cost of funds for borrowed money as at the time of determination, compounded on a semi-annual basis) of the total obligations of the lessee for rental payments during the remaining term of any Capitalized Lease Obligations included in any such Sale and Leaseback Transaction. Bank Credit Facility means the Companys Credit Agreement dated as of October 5, 2015, as amended, renewed, supplemented or otherwise modified from time to time, and any other bank credit agreement or credit facility entered into in the future by the Company or any Restricted Subsidiary and any other agreement (including all related ancillary agreements) pursuant to which any of the Indebtedness, Obligations, commitments, costs, expenses, fees, reimbursements and other indemnities payable or owing under the Credit Agreement or any other bank credit agreement or credit facility (or under any subsequent Bank Credit Facility) may be refinanced, restructured, renewed, extended, refunded, replaced or increased, as the Credit Agreement or any other such bank credit agreement, credit facility or other agreement may from time to time at the option of the parties thereto be amended, renewed, supplemented or otherwise modified. Capital Stock of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity. Capitalized Lease Obligations means any obligations under a lease that are required to be capitalized for financial reporting purposes in accordance with GAAP. Change of Control means the occurrence of any of the following events:

Definitions from Amended and Restated Investor Rights Agreement

SEVENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, dated as of December 23, 2016 (this Agreement), among AILERON THERAPEUTICS, INC., a Delaware corporation (the Issuer), and the investors in the Issuer named in Schedule I hereto (collectively, the Investors), amending and restating the Sixth Amended and Restated Investor Rights Agreement, dated as of October 14, 2014 (the Sixth Amended and Restated Investor Rights Agreement), among the Issuer and the Investors.

Definitions. For purposes of this Agreement, the following terms have the following respective meanings: Additional Shares means shares of Common Stock (i) acquired by the Investors or (ii) issued or issuable to the Investors upon conversion or exercise of any security of the Issuer other than by conversion of the Preferred Shares, provided that (a) in the case of clause (i) such shares of Common Stock are, at the time of their acquisition, restricted securities as such term is defined in Rule 144 or otherwise subject to the restrictions on resale of Rule 144 and (b) in the case of clause (ii), such security is a restricted security at the time of acquisition or is otherwise subject to restrictions on resale under Rule 144. Affiliate means, with respect to any Person, any other Person Controlling, Controlled by or under common Control with that Person, as well as any officers, directors and majority-owned entities of that Person and of its other Affiliates. Any director, member of management or other employee of the Issuer or any of its Subsidiaries who would not otherwise be an Affiliate of an Investor shall not be deemed to be an Affiliate of such Investor. Agreement shall have the meaning given it in the first paragraph of this Agreement. Board means the Board of Directors of the Issuer. Common Stock means the Common Stock, $0.001 par value, of the Issuer. Company Sale means a Deemed Liquidation Event (as such term is defined in the Issuers Tenth Amended and Restated Certificate of Incorporation, as it may be amended or restated from time to time (the Certificate of Incorporation)). Competitor means an operating entity whose business is the research, development, manufacture, commercialization or marketing of pharmaceutical products. Confidential Information means any information that is labeled as confidential, proprietary or secret that an Investor obtains from the Issuer pursuant to financial statements, reports and other materials provided by the Issuer to such Investor pursuant to this Agreement or pursuant to visitation or inspection rights granted hereunder. Control means (including, with correlative meanings, the terms controlled by and under common control with), as applied to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other ownership interest, by contract or otherwise. Conversion Shares means the shares of Common Stock issued or issuable upon conversion of the Preferred Shares. Exchange Act means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations thereunder that shall be in effect at the time. Any reference to a particular section thereof shall include a reference to the corresponding section, if any, of any such successor federal statute, and the rules and regulations thereunder. FINRA means the Financial Industry Regulatory Authority. GAAP means United States generally accepted accounting principles. Holder means any holder of Registrable Securities or Preferred Shares, including a Holder that has received Registrable Securities pursuant to Section 4.3. Investor shall have the meaning given it in the first paragraph of this Agreement. Issuer shall have the meaning given it in the first paragraph of this Agreement. Material Adverse Effect means any material adverse effect on the business, assets, properties or financial condition of the Issuer. Person means any natural person, firm, partnership, association, corporation, company, trust, business trust, governmental entity or other entity. Preferred Shares mean any shares of Series A Preferred Stock, Series A-l Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock, Series E-3 Preferred Stock and Series F Preferred Stock. Preferred Stock Purchase Agreement shall have the meaning given it in the first recital hereof. Prospectus means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A), 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 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. Qualified Public Offering means a Qualified Public Offering as such term is defined in Section 5.1. of the Certificate of Incorporation. Registrable Securities means (a) the Shares, (b) the Additional Shares, (c) any securities issued or issuable wi

Definitions from Nominating Agreement

This Nominating Agreement (as it may be amended from time to time, this Agreement) is made as of May 10, 2017 by and between Affinion Group Holdings, Inc., a Delaware corporation (the Company), and Metro SPV LLC (ICG).

Definitions. The following terms shall have the following meanings: 8% ICG Nominee means Christophe Browne, or any other Person selected by ICG to serve as the replacement 8% ICG Nominee. 8% ICG Threshold has the meaning set forth in Section 2.1(b). 16% ICG Nominee means any Person selected by ICG to serve as nominee and for which ICG has notified the Company of such selection, or any other Person selected by ICG to serve as the replacement 16% ICG Nominee. 16% ICG Threshold has the meaning set forth in Section 2.1(b). Affiliate(s) of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, control (including, with correlative meanings, the terms controlling, controlled by and under common control with), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. Agreement has the meaning set forth in the Preamble. Amendment has the meaning set forth in the Recitals. Board has the meaning set forth in the Recitals. Bylaws means the Fourth Amended and Restated Bylaws of the Company, as amended from time to time. Certificate means the Fourth Amended and Restated Certificate of Incorporation of the Company, as amended from time to time. Charter Documents means, with respect to the Company, the certificate of incorporation, bylaws of the Company, and the Shareholder Agreement as the same may be amended, supplemented, modified or restated from time to time, and with respect to any other Person, the articles, bylaws, certificate of incorporation, certificate of formation, operating agreement, partnership agreement or any other similar incorporating or formation documents of such Person, as the same may be amended, supplemented, modified or restated from time to time. Company has the meaning set forth in the Preamble. Company Common Stock has the meaning set forth in the Recitals. Derivative Securities has the meaning set forth in the Shareholder Agreement. Director means any member of the Board (other than any Person (if any) effecting observer rights on the Board). Equity Incentive Plans means any equity incentive plans for officers, employees or Directors of the Company. ICG has the meaning set forth in the Preamble. ICG Nominees means the 8% ICG Nominee and the 16% ICG Nominee. Necessary Action means, with respect to a specified result, all actions that are permitted by law and necessary or appropriate to cause such result, including (i) recommending that the Companys Stockholders vote in favor of the election of the ICG Nominees, (ii) agreeing to commercially reasonable amendments to the applicable Charter Documents, (iii) executing agreements and instruments reasonably necessary to permit ICG to exercise its rights hereunder, and (iv) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result, in each case subject to compliance with applicable law. Outstanding Company Common Stock means, as of any given time, the then issued and outstanding Company Common Stock, including any Derivative Securities on an as-exercised basis, but excluding any Company Common Stock issued pursuant to an Equity Incentive Plan. Person means an individual, partnership, limited liability company, corporation, joint venture, trust, business trust, association, or similar entity, whether domestic or foreign, and the heirs, executors, legal representatives, successors and assigns of such entity where the context requires. Recapitalization has the meaning set forth in the Recitals. Shareholder Agreement means the Shareholder Agreement, as amended, dated November 9, 2015, by and among the Company and the stockholders party thereto. Stockholder has the meaning set forth in the Shareholder Agreement. Warrant has the meaning set forth in the Recitals.

Definitions from Nominating Agreement

This Nominating Agreement (as it may be amended from time to time, this Agreement) is made as of May 10, 2017 by and between Affinion Group Holdings, Inc., a Delaware corporation (the Company), and Elliott Management Corporation (Elliott).

Definitions. The following terms shall have the following meanings: 8% Elliott Nominee means any Person selected by Elliott to serve as nominee and for which Elliott has notified the Company of such selection, or any other Person selected by Elliott to serve as the replacement 8% Elliott Nominee. 8% Elliott Threshold has the meaning set forth in Section 2.1(b). 16% Elliott Nominee means any Person selected by Elliott to serve as nominee and for which Elliott has notified the Company of such selection, or any other Person selected by Elliott to serve as the replacement 16% Elliott Nominee. 16% Elliott Threshold has the meaning set forth in Section 2.1(b). Affiliate(s) of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, control (including, with correlative meanings, the terms controlling, controlled by and under common control with), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. Agreement has the meaning set forth in the Preamble. Amendment has the meaning set forth in the Recitals. Board has the meaning set forth in the Recitals. Bylaws means the Fourth Amended and Restated Bylaws of the Company, as amended from time to time. Certificate means the Fourth Amended and Restated Certificate of Incorporation of the Company, as amended from time to time. Charter Documents means, with respect to the Company, the certificate of incorporation, bylaws of the Company, and the Shareholder Agreement as the same may be amended, supplemented, modified or restated from time to time, and with respect to any other Person, the articles, bylaws, certificate of incorporation, certificate of formation, operating agreement, partnership agreement or any other similar incorporating or formation documents of such Person, as the same may be amended, supplemented, modified or restated from time to time. Company has the meaning set forth in the Preamble. Company Common Stock has the meaning set forth in the Recitals. Derivative Securities has the meaning set forth in the Shareholder Agreement. Director means any member of the Board (other than any Person (if any) effecting observer rights on the Board). Elliott has the meaning set forth in the Preamble. Elliott Nominees means the 8% Elliott Nominee and the 16% Elliott Nominee. Equity Incentive Plans means any equity incentive plans for officers, employees or Directors of the Company. Necessary Action means, with respect to a specified result, all actions that are permitted by law and necessary or appropriate to cause such result, including (i) recommending that the Companys Stockholders vote in favor of the election of the Elliott Nominees, (ii) agreeing to commercially reasonable amendments to the applicable Charter Documents, (iii) executing agreements and instruments reasonably necessary to permit Elliott to exercise its rights hereunder, and (iv) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result, in each case subject to compliance with applicable law. Outstanding Company Common Stock means, as of any given time, the then issued and outstanding Company Common Stock, including any Derivative Securities on an as-exercised basis, but excluding any Company Common Stock issued pursuant to an Equity Incentive Plan. Person means an individual, partnership, limited liability company, corporation, joint venture, trust, business trust, association, or similar entity, whether domestic or foreign, and the heirs, executors, legal representatives, successors and assigns of such entity where the context requires. Recapitalization has the meaning set forth in the Recitals. Shareholder Agreement means the Shareholder Agreement, as amended, dated November 9, 2015, by and among the Company and the stockholders party thereto. Stockholder has the meaning set forth in the Shareholder Agreement. Warrant has the meaning set forth in the Recitals.

DEFINITIONS from Retirement Plan

The Plan is intended to comply with the requirements of the Employee Retirement Income Security Act of 1974 and Section 401(k) of the Internal Revenue Code of 1986, as amended, and the Regulations promulgated thereunder. Effective as of January 1, 1988, the Plan was amended and restated to reflect the merger, also effective as of that date, of the Plan with the Employee Stock Ownership Plan for which contributions were suspended. Effective as of October 1, 1990, the Plan was amended and restated to provide additional investment options. Certain officers, as set forth in Section 16 of the Securities Exchange Act of 1934 and the rules thereunder ("Section 16 Officer(s)"), are subject to special limitations on their ability to make "participant-directed transactions" under the Plan. These provisions are set forth in Section XII of the Plan and apply to Section 16 Officers notwithstanding any other inconsistent provisions in the Plan. Effective January 1, 1994, the Plan was amended and res

DEFINITIONS. The following terms, when used herein, shall have the meanings stated below unless a different meaning is otherwise indicated or required by the context. As used herein, the singular number shall be deemed to include the plural, unless a different meaning is clearly indicated by the context:Account - Savings Contribution Account, Matching Contribution Account, ESOP Account, Rollover Account, and Profit Sharing Account, respectively, maintained for a Participant (or an Eligible Employee) as applicable.Affiliate - Any corporation 80 percent or more of whose stock (based on voting power or value) is owned directly or indirectly by the Company and any partnership or trade or business which is 80 percent or more controlled directly or indirectly by the Company, except that with respect to Section 3.7 hereof "50 percent" shall be substituted for "80 percent."The term "Affiliate" shall also include any corporation, partnership, trade, or business that is 50 percent or more owned directly or indirectly by the Company and unrelated to the Company under Sections 414(b), 414(c), 414(m), and 414(o) of the Code. Any Affiliate that meets the foregoing definition and adopts the Plan in accordance with Article IX of the Plan shall be a Participating Affiliate in the Plan and is subject to the multiple employer plan rules of Section 413(c) of the Code and the Treasury Regulations issued thereunder.Board of Directors - The Board of Directors of the Company. Code - The Internal Revenue Code of 1986, as amended.Committee - The MDU Resources Group, Inc. Employee Benefits Committee appointed to administer the Plan pursuant to Article IV. Common Stock - Common Stock of the Company.Company - MDU Resources Group, Inc. or any successor thereto.Company Pension Plan - Any one or more of the following pension plans: MDU Resources Group, Inc. Pension Plan for Non-Bargaining Unit Employees, Knife River Corporation Salaried Employees' Pension Plan, and Williston Basin Interstate Pipeline Company Pension Plan.Compensation - The total compensation paid to an Eligible Employee by the Employer (not in excess of $200,000, as adjusted by the Secretary of the Treasury to reflect increases in the cost of living), unreduced by any savings contributions of the Eligible Employee to the Plan, and any amount contributed by the Employer pursuant to a salary reduction agreement and which is not includible in the gross income of an Employee under Sections 125, 132(f)(4), 402(e)(3), 402(h), or 403(b) of the Code, including any differential wage payment (as defined in Section 3401(h)(2) of the Code), but excluding other contributions to the Plan, contributions to other employee benefit plans, relocation allowances, club membership reimbursements, the cost of group life insurance that is added to taxable income of the Eligible Employee, and any other extra or additional compensation from the Employer which does not constitute base compensation, such as bonuses and other incentive compensation. Notwithstanding the foregoing, for the 2000 - 2003 Plan Years, for participants employed by International Line Builders, Inc., Highline Equipment, Inc. or Loy Clark Pipeline Co. Inc., Compensation shall include bonuses and dividend equivalents.Deferred Savings Feature - That portion of the Plan attributable to participation in a cash or deferred arrangement with the Company pursuant to Section 401(k) of the Code.Direct Rollover - For purposes of Section 4.7, a Direct Rollover is a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.Disability - A physical or mental condition of an Eligible Employee which results in permanent and total disability as defined by the Social Security Administration.Distributee - For purposes of Section 4.7, a Distributee includes an Employee or former Employee. In addition, the Employee's or former Employee's surviving spouse and the Employee's or former Employee's spouse or former spouse who is the alternate payee under a qualified domestic relations order (QDRO), as defined in Section 414(p) of the Code, are Distributees with regard to the interest of the spouse or former spouse.Effective Date -The "Effective Date" of the amendment and restatement of the Plan is January 1, 2017. The Plan was originally established effective January 1, 1984.Eligible Employee - An "Eligible Employee" means each regular full-time Employee or part-time Employee scheduled to work at least 1,000 hours a year who is at least 18 years of age and who is actively employed by the Employer, provided, however, that a part-time Employee scheduled to work less than 1,000 hours a year who completes more than 1,000 hours of service within a twelve-month period beginning on the Employee's employment date or in any subsequent Plan Year shall be an Eligible Employee. Notwithstanding the foregoing, unless specifically approved as an Eligible Employee by the Committee, an Employee of an Employer shall not be an Eligible Employee during any time wh

Definitions from Gas Gathering Agreement

This Gas Gathering Agreement is made and entered into on April 27, 2017 (together with each Agreement Addendum and the Exhibits hereto, this Agreement), but is effective as of April 27, 2017 (the Effective Date), by and between Rosehill Operating Company, LLC, a Delaware limited liability company (Producer), and Gateway Gathering and Marketing Company, a Maryland corporation (Gatherer). Producer and Gatherer may be referred to individually as Party or collectively as Parties.

Definitions. As used in this Agreement, the following capitalized terms shall have the meanings ascribed to them below: Abandonment Date has the meaning given to it in Section 3.2(d). Additional/Accelerated Well has the meaning given to it in Section 3.2(c). Adequate Assurance of Performance has the meaning given to it in Section 9.3. Adjustment Year has the meaning given to it in Section 5.2(a)(ii). Administrator has the meaning given to it in Section 6.1(b). Affiliate means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person. Producer and Gatherer and Raven Gathering System, LLC shall not be considered Affiliates of each other for purposes of this Agreement, except for Section 2.2(b). Affiliate Entity means any Affiliate to whom Gatherer assigns its rights and obligations under this Agreement. Affiliate Entity Dedicated Properties has the meaning given to it in Section 15.1(a)(ii). Agreement has the meaning set forth in the preamble hereof. Agreement Addendum means an Agreement Addendum by and between Producer and Gatherer that expressly states that it is governed by this Agreement. Agreement Addenda shall be the collective reference to each Agreement Addendum then in effect. Btu means the amount of heat required to raise the temperature of one pound of water one degree Fahrenheit at a pressure of 14.73 Psia and determined on a gross, dry basis. Business Day means a Day (other than a Saturday or Sunday) on which commercial banks in the State of Texas are generally open for business. Cancellation Date has the meaning given to it in Section 3.1(c). Claiming Party has the meaning given to it in the definition of Force Majeure. Communications has the meaning given to it in Section 16.2. Conditional Amount has the meaning set forth in Section 9.1(a). Conflicting Dedication means any gathering agreement, commitment, or arrangement (including any volume commitment) that requires Producers owned Gas or Gas that Producer controls to be gathered on any gathering system or similar system other than the System, including any such agreement, commitment, or arrangement burdening properties hereinafter acquired by Producer in the Dedication Area. No dedication of acreage shall constitute a Conflicting Dedication if Producers requirement under such dedication is to deliver Gas from the tailgate of the System or any other point that is a Delivery Point hereunder. Control (including the term Controlled) means (a) with respect to any Person, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting shares, by contract, or otherwise and (b) with respect to any Gas, such Gas produced from the Dedication Area and owned by a Third Party or an Affiliate and with respect to which Producer has the contractual right or obligation (pursuant to a marketing, agency, operating, unit, or similar agreement) to market such Gas and Producer elects or is obligated to market such Gas on behalf of the applicable Third Party or Affiliate. Credit-Worthy Person means a Person with a senior unsecured and credit-unenhanced long term debt rating equivalent to A- or better as determined by at least two rating agencies, one of which must be either Standard & Poors or Moodys (or if either one or both are not available, equivalent ratings from alternate rating sources reasonably acceptable to Gatherer). Crude Oil has the meaning assigned to such term in any Transaction Document relating to the provision of crude oil gathering services by Gatherer. Crude Oil Gathering System has the meaning assigned to the term Individual System in any Transaction Document relating to the provision of crude oil gathering services by Gatherer. Day means a period of time beginning at 12:00 a.m. (midnight) Central Time on a calendar day and ending at 12:00 a.m. (midnight) Central Time on the succeeding calendar day. The term Daily shall have the correlative meaning. Dedicated Production means (a) Gas owned by Producer or an Affiliate of Producer and produced from a Well within the Dedication Area that is operated by Producer or an Affiliate of Producer, (b) Gas produced within the Dedication Area that is owned by a Third Party and under the Control of Producer and (c) Purchased Dedicated Production. Dedicated Properties means the interests held by Producer or its Affiliate in the oil and/or gas leases, mineral interests, and other similar interests as of the Effective Date or acquired by Producer or its Affiliates after the Effective Date that relate to land within the Dedication Area. Notwithstanding the foregoing, any interest that is permanently released pursuant to Section 2.4(a) or otherwise, shall cease to be included in this definition of Dedicated Properties immediately upon the effectiveness of such permanent release. Dedication Area mean

DEFINITIONS from License Agreement

THIS LICENSE AGREEMENT (this Agreement), dated as of August 6, 2014, is between IMMUNE DESIGN CORP., a company duly organized and existing under the laws of the State of Delaware, with a principal place of business at 601 Gateway Blvd, Suite 1020, South San Francisco, California, United States of America, for and on behalf of itself and its Affiliates (IMDZ), and Aventis Inc., a corporation organized and existing under the laws of Pennsylvania, having offices at 55 Corporate Drive in Bridgewater, New Jersey 08807, for and on behalf of itself and its Affiliates (Sanofi).

DEFINITIONS. As used in this Agreement, the following terms have the meanings set forth in this Section 1 unless the context dictates otherwise. 1.1 AAA has the meaning assigned thereto in Section 17.13(c). 1.2 Affiliate with respect to a Party, means any Person controlling, controlled by, or under common control with, such Party. For the purpose of this definition only, control and, with correlative meanings, the terms controlled by and under common control with, shall refer to (a) the possession, directly or indirectly, of the power to direct the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, or (b) the beneficial ownership (as such term is defined in the 1934 Act) of at least 50% of the voting securities or other ownership interest of a Person. 1.3 Agreement has the meaning assigned thereto in the Preamble. 1.4 Alliance Manager has the meaning assigned thereto in Article 3. 1.5 Annual Net Sales means for an Indication for any given Calendar Year during the term of this Agreement, the total of all Net Sales of Licensed Products in all countries in the Territory during such Calendar Year. 1.6 Applicable Law means individually and collectively, any federal, state, local, national and supra-national laws, treaties, statutes, ordinances, rules and regulations, including any rules, regulations, guidance, guidelines or requirements having the binding effect of law of national securities exchanges, automated quotation systems or securities listing organizations, Regulatory Authorities, courts, tribunals, agencies other than Regulatory Authorities, legislative bodies and commissions that are in effect from time to time during the Term and applicable to a particular activity hereunder. 1.7 BLA means a Biologics License Application filed with the FDA or an equivalent application submitted to any other Regulatory Authority within the Territory requesting marketing approval for a new biological product (or a New Drug Application (NDA)), or equivalent application submitted to any other Regulatory Authority within the Territory, in the event that the FDA or other Regulatory Authority determines that an NDA or its equivalent, rather than a BLA or its equivalent, is the appropriate mechanism for requesting such approval). 1.8 *** means ***, that is, ***. 1.9 Business Day means a day on which banking institutions in New York, New York, United States and Paris, France are open for business. *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 1.10 Calendar Quarter means any one of the four three-month time periods in any Calendar Year commencing on January 1, April 1, July 1 and October 1 of such year. 1.11 Calendar Year means a period of twelve (12) consecutive calendar months beginning on January 1 and ending on December 31. 1.12 Change of Control means with respect to any Party (the Acquired Entity) (a) any sale, exchange, transfer, or issuance to or acquisition in one transaction or a series of related transactions by one or more Third Parties of shares representing more than fifty percent (50%) of the aggregate ordinary voting power entitled to vote for the election of directors represented by the issued and outstanding stock of the Acquired Entity or any Affiliate that directly or indirectly controls the Acquired Entity, whether such sale, exchange, transfer, issuance or acquisition is made directly or indirectly, by merger or otherwise, or beneficially or of record, but excluding the issuance of shares in a financing transaction; (b) a merger or consolidation under Applicable Law of the Acquired Entity with a Third Party in which the shareholders of the Acquired Entity or any Affiliate that directly or indirectly controls the Acquired Entity immediately prior to such merger or consolidation do not continue to hold immediately following the closing of such merger or consolidation at least fifty percent (50%) of the aggregate ordinary voting power entitled to vote for the election of directors represented by the issued and outstanding stock of the entity surviving or resulting from such consolidation; or (c) a sale or other disposition of all or substantially all of the assets of the Acquired Entity to one (1) or more Third Parties in one transaction or a series of related transactions. 1.13 Clinical Supply Agreement has the meaning assigned thereto in Section 9.3. 1.14 CMC Data means the chemistry, manufacturing and controls data required by Applicable Law to be included in a BLA or NDA for a Licensed Product. 1.15 Commercial Supply Agreement has the meaning assigned thereto in Section 9.4. 1.16 Commercialization, Commercialize or Commercial means any and all activities directed toward marketing, promoting, detailing, distributing, importing, havin

DEFINITIONS from Intellectual Property License Agreement

THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (this Agreement), dated as of [ ], 2017 (the Effective Date), by and among Metropolitan Life Insurance Company, a New York-domiciled insurance company (MetLife), on behalf of itself and its Affiliates other than the Brighthouse Company Group, and Brighthouse Services LLC, a Delaware limited liability company, (Brighthouse) on behalf of itself and the other members of the Brighthouse Company Group. MetLife and Brighthouse are hereinafter referred to collectively as the Parties or individually as a Party.

DEFINITIONS. Section 1.1 Defined Terms. For purposes of this Agreement, unless the context requires otherwise, the following terms shall have the meanings hereinafter specified: Action means any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority or any arbitration or mediation tribunal. Affiliate means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by or is under common Control with such first Person. Agreement has the meaning set forth in the Preamble, and includes all amendments thereto and all schedules and exhibits thereof. Arbitration Panel has the meaning set forth in Section 11.4(b). Arbitration Procedure has the meaning set forth in Section 11.4(d). Arbitration Rules has the meaning set forth in Section 11.4(a). Brighthouse has the meaning set forth in the Preamble. Brighthouse Company Group means Brighthouse Financial, Inc. and any Affiliate thereof on or after the Separation Date, including the companies set forth on Exhibit 1 hereto. Brighthouse Other IP has the meaning set forth in Section 5.5. Business means the business of the members of the Brighthouse Company Group. Cessation Date has the meaning set forth in Section 8.3(b). Control (including its correlative meanings Controlled by and under common Control with) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise). Confidential Information has the meaning set forth in Section 7.2. CPR has the meaning set forth in Section 11.3. Determination has the meaning set forth in Section 11.4(d). Discloser has the meaning set forth in Section 7.2. Dispute has the meaning set forth in Section 11.1. Effective Date has the meaning set forth in the Preamble. Force Majeure means, with respect to a Party, an event beyond the control of such Party (or any Person acting on its behalf), which by its nature could not have been foreseen by such Party (or such Person), or, if it could have been foreseen, was unavoidable, and includes, acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure of energy sources. Governmental Authority means any federal, state or local domestic, foreign or supranational governmental, regulatory or self-regulatory authority, agency, court, tribunal, commission or other governmental, regulatory or self-regulatory entity. Initial Notice has the meaning set forth in Section 11.2. Intellectual Property means all of the following, whether protected, created or arising under the laws of the United States or any other foreign jurisdiction, including: (i) patents, patent applications (along with all patents issuing thereon), statutory invention registrations, divisions, continuations, continuations-in-part, substitute applications of the foregoing and any extensions, reissues, restorations and reexaminations thereof, and all rights therein provided by international treaties or conventions; (ii) trademarks, service marks, trademark and service mark applications and registrations, trade names, service names, taglines, slogans, industrial designs, brand names, brand marks, trade dress, identifying symbols, logos, emblems, signs or insignia, monograms, domain names, domain name locators, meta tags, website search terms and key words, and other identifiers of source, including all goodwill associated therewith, and any and all common law rights, and registrations and applications for registration thereof, all rights therein provided by international treaties or conventions, and all reissues, extensions and renewals of any of the foregoing; (iii) copyrights and copyrightable works, mask work rights, database rights and design rights, whether or not registered, published or unpublished, and registrations and applications for registration thereof and all rights therein whether provided by international treaties or conventions or otherwise; (iv) trade secrets, know-how, and other confidential and proprietary information including confidential or proprietary data contained in databases, and confidential or proprietary customer lists; (v)) all other applications and registrations related to any of the intellectual property rights set forth in the foregoing clauses (i) (iv) above. Investment Management Agreement means the Investment Management Agreement, and, if applicable, additional agreements for investment management, between MetLife, Inc. and Brighthouse Financial, Inc. included in the Transaction Documents. Law means all applicable laws, rules, regulations and ordinances, and all binding orders of

DEFINITIONS from Tax Separation Agreement

This Tax Separation Agreement (the Agreement) is entered into as of the [*] day of [*], [2017], between MetLife, Inc. (MetLife), a Delaware corporation, by and on behalf of itself and each Affiliate of MetLife, and Brighthouse Financial, Inc. (Brighthouse and, together with MetLife, the Parties), a Delaware corporation, by and on behalf of itself and each Affiliate of Brighthouse.

DEFINITIONS. For purposes of this Agreement (including the recitals hereof), the following terms have the following meaning, and capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings assigned to them in the Master Separation Agreement. Active Trade or Business means the business that is actively conducted (as defined in Section 355(b)(2) of the Code and the regulations thereunder) by the separate affiliated group (as defined in Section 355(b)(3)(B) of the Code) with respect to Brighthouse or MetLife, as applicable, as conducted immediately prior to the Distribution. Adjustment Request means any formal or informal claim or request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, refund, or credit of Taxes, including (a) any amended Tax Return claiming adjustment to the Taxes as reported on the Tax Return or, if applicable, as previously adjusted, (b) any claim for equitable recoupment or other offset, and (c) any claim for refund or credit of Taxes previously paid. Affiliate means any corporation, partnership, limited liability company, or other entity directly or indirectly Controlled by the entity in question. Agreement has the meaning set forth in the Preamble. BRCD means Brighthouse Reinsurance Company of Delaware. Brighthouse has the meaning set forth in the Preamble. Brighthouse Capital Stock means all classes or series of capital stock of Brighthouse, including (a) the Brighthouse Common Stock, (b) all options, warrants and other rights to acquire such capital stock and (c) all instruments properly treated as stock in Brighthouse for U.S. federal income tax purposes. Brighthouse Common Stock means the ordinary voting interests in Brighthouse. Brighthouse Group means Brighthouse and all Affiliates of Brighthouse (and each such entitys predecessors and successors), as determined immediately after the Distribution. For the avoidance of doubt, a fiscally transparent entitys items of income, gain, loss or deduction is treated as attributable to such entitys owners or shareholders. Brighthouse Separate Return means any Tax Return of or including any member of the Brighthouse Group (including any consolidated, combined or unitary return) that is not a Joint Return. Capital Stock means the Brighthouse Capital Stock or the MetLife Capital Stock, as applicable. Code means the Internal Revenue Code of 1986, as amended. Contributed Property means the following property contributed by MetLife to HoldCo as part of the Separation: (i) 100% of the outstanding shares of common stock of MLUS, (ii) 100% of the outstanding shares of common stock of New England Life Insurance Company, (iii) 100% of the membership interests in Brighthouse Securities LLC, (iv) 100% of the membership interests in Brighthouse Services LLC, and (v) 100% of the interests in MetLife Advisers LLC. Control means the ownership of stock or other securities possessing at least 50 percent of the total combined voting power of all classes of securities entitled to vote. Debt-for-Equity Exchange means the distribution by MetLife of Retained Stock to MetLife creditors, in any case no later than five years after the Distribution. Distribution has the meaning set forth in the Recitals. Distribution Date has the meaning set forth in the Recitals. Employee Matters Agreement means the Employee Matters Agreement entered into by and between MetLife and Brighthouse on the date hereof, as the same may be amended. Employment Taxes means any Tax the liability or responsibility for is allocated pursuant to the Employee Matters Agreement. Fifty-Percent or Greater Interest has the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code. Final Determination means the final resolution of liability for any Tax, which resolution may be for a specific issue or adjustment or for a taxable period, (a) by IRS Form 870 or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the taxpayer, or by a comparable form under the laws of a state, local, or non-U.S. taxing jurisdiction, except that a Form 870 or 870-AD or comparable form shall not constitute a Final Determination to the extent that it reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for refund or the right of the Tax Authority to assert a further deficiency in respect of such issue or adjustment or for such taxable period (as the case may be); (b) by a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable; (c) by a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the laws of a state, local, or non-U.S. taxing jurisdiction; (d) by any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund may be recovered (including by w