50% Uses in Certain Definitions Clause

Certain Definitions from Amended and Restated Employment Agreement

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Agreement) is made and entered into as of the 31st day of January, 2017, by and between EagleBank, a Maryland chartered commercial bank (the Bank), and Laurence E. Bensignor (Executive).

Certain Definitions. As used in this Agreement, the following terms have the meanings set forth below: 2.1 Affiliate means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person, (ii) any Person owning or controlling fifty percent (50%) or more of the outstanding voting interests of such Person, (iii) any officer, director, general partner, managing member, or trustee of, or Person serving in a similar capacity with respect to, such Person, or (iv) any Person who is an officer, director, general partner, member, trustee, or holder of fifty percent (50%) or more of the voting interests of any Person described in clauses (i), (ii), or (iii) of this sentence. For purposes of this definition, the terms controlling, controlled by, or under common control with shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. 2.2 Bancorp means Eagle Bancorp, Inc., a Maryland corporation, publicly traded as a bank holding company. 2.3 Bank is defined in the Recitals. If the Bank is merged into any other Entity, or transfers substantially all of its business operations or assets to another Entity, the term Bank shall be deemed to include such successor Entity for purposes of applying Article 8 of this Agreement. 2.4 Bank Entities means and includes any of the Bank, Bancorp and their Affiliates. 2.5 Bank Regulatory Agency means any governmental authority, regulatory agency, ministry, department, statutory corporation, central bank or other body of the United States or of any other country or of any state or other political subdivision of any of them having jurisdiction over the Bank or any transaction contemplated, undertaken or proposed to be undertaken by the Bank, including, but not necessarily be limited to:

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 Exclusive Patent License Agreement

This License Agreement (Agreement) is made as of the 10th day of May, 2016 (Effective Date), by and between Miragen Therapeutics, Inc., a Delaware corporation, having a principal place of business at 6200 Lookout Road, Suite 100, Boulder CO 80301 (Company) and The Brigham and Womens Hospital, Inc., a not-for-profit Massachusetts corporation, with a principal place of business at 75 Francis Street, Boston, Massachusetts 02115 (Hospital), each referred to herein individually as a Party and collectively as the Parties.

CERTAIN DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings, unless the context requires otherwise. 1.1 Affiliate with respect to either Party shall mean any corporation or other legal entity other than that Party in whatever country organized, controlling, controlled by or under common control with that Party. The term control shall mean (i) in the case of Company, direct or indirect ownership of fifty percent (50%) or more of the voting securities having the right to elect directors, and (ii) in the case of Hospital, the power, direct or indirect, to elect or appoint fifty percent (50%) or more of the directors or trustees, or to cause direction of management and policies, whether through the ownership of voting securities, by contract or otherwise. 1.2 Claim shall mean any (a) pending claim of any Patent Right; or (b) issued and unexpired claim of any Patent Right, which claim (in each case of (a) and (b)) has not been permanently revoked, nor held unenforceable or invalid by a decision of a court or other governmental agency of competent jurisdiction that is unappealable or unappealed in the time allowed for appeal, and has not been disclaimed, denied or admitted to be invalid or unenforceable through reissue, re-examination, disclaimer or otherwise. 1.3 Combination Product shall mean a Therapeutic Product that combines one or more pharmacologically active ingredients (which term excludes, for clarity, excipients, controlled-release compositions, materials to increase bioavailability, solubility, and/or stability) not covered by or that do not infringe the Patent Rights (Other Components) with one or more pharmacologically active ingredients covered by or that would infringe the Patent Rights (but for the license hereunder)in a single formulation or final package presentation for Sale as a single unit. 1.4 Commercially Reasonable Efforts shall mean, with respect to a partys obligations under this Agreement, the carrying out of such obligations with a level of efforts and resources consistent for a similarly situated company in the applicable industry for the research, development and/or commercialization of a similarly situated therapeutic or diagnostic product as a Licensed Product at a similar stage of development and/or commercialization, taking into account the anticipated value of the commercial opportunity, the prevailing regulatory environment and competitive market conditions. 1.5 Cost shall mean cost of goods sold including direct unit cost of manufacturing and preparing the Product for Sale exclusive of selling, general and administrative expense, research and development expense and distribution costs as recorded pursuant to U.S. Generally Accepted Accounting Principles, the International Financial Reporting Standards or equivalent foreign regulations. 1.6 Diagnostic Product shall mean any Product or Process that is or uses an IVD Kit or LDT designed to diagnose or monitor the progression of a disease or condition (including response to treatment). 1.7 Distributor shall mean any third party entity to whom Company, a Company Affiliate or a Sublicensee has granted, express or implied, the right to distribute any Licensed Product pursuant to Section 2.1(b)(ii). 1.8 First Commercial Sale shall mean the initial Sale anywhere in the applicable License Territory of a Licensed Product. 1.9 IND shall mean investigational new drug application, clinical trial application, clinical trial exemption or similar or equivalent application or submission for approval to conduct human clinical investigation filed with or submitted to the applicable regulatory authority. 1.10 Initiation of a clinical trial shall mean the dosing of the first patient enrolled in such clinical trial. 1.11 IVD Kit shall mean a kit for use in in-vitro diagnostic testing. 1.12 LDT shall mean a laboratory developed test performed in a medical and/or clinical laboratory that is operating in compliance with the Clinical Laboratory Improvement Amendments of 1988 (CLIA), or its foreign equivalent, said test being performed on clinical specimens for the diagnosis, treatment and/or prevention of disease. 1.13 License Field shall mean all uses. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 1.14 License Territory shall mean worldwide. 1.15 Licensed Product shall mean any Therapeutic Product or Diagnostic Product. 1.16 Marketing Approval shall mean all approvals, including pricing and reimbursement approvals, necessary for the commercial Sale of a Licensed Product in the License Field in a given country or regulatory jurisdiction in the License Territory. Marketing Approval in EU shall be deemed achieved only if Marketing Approval (including pricing and reimbursement approval) has been obtained in at least two (2) of the following countries: France, Germany, Italy, Spai

CERTAIN DEFINITIONS from Exclusive Patent License Agreement

This License Agreement (Agreement) is made as of the 10th day of May, 2016 (Effective Date), by and between Miragen Therapeutics, Inc., a Delaware corporation, having a principal place of business at 6200 Lookout Road, Suite 100, Boulder CO 80301 (Company) and The Brigham and Womens Hospital, Inc., a not-for-profit Massachusetts corporation, with a principal place of business at 75 Francis Street, Boston, Massachusetts 02115 (Hospital), each referred to herein individually as a Party and collectively as the Parties.

CERTAIN DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings, unless the context requires otherwise. 1.1 Affiliate with respect to either Party shall mean any corporation or other legal entity other than that Party in whatever country organized, controlling, controlled by or under common control with that Party. The term control shall mean (i) in the case of Company, direct or indirect ownership of fifty percent (50%) or more of the voting securities having the right to elect directors, and (ii) in the case of Hospital, the power, direct or indirect, to elect or appoint fifty percent (50%) or more of the directors or trustees, or to cause direction of management and policies, whether through the ownership of voting securities, by contract or otherwise. 1.2 Claim shall mean any (a) pending claim of any Patent Right; or (b) issued and unexpired claim of any Patent Right, which claim (in each case of (a) and (b)) has not been permanently revoked, nor held unenforceable or invalid by a decision of a court or other governmental agency of competent jurisdiction that is unappealable or unappealed in the time allowed for appeal, and has not been disclaimed, denied or admitted to be invalid or unenforceable through reissue, re-examination, disclaimer or otherwise. 1.3 Combination Product shall mean a Therapeutic Product that combines one or more pharmacologically active ingredients (which term excludes, for clarity, excipients, controlled-release compositions, materials to increase bioavailability, solubility, and/or stability) not covered by or that do not infringe the Patent Rights (Other Components) with one or more pharmacologically active ingredients covered by or that would infringe the Patent Rights (but for the license hereunder)in a single formulation or final package presentation for Sale as a single unit. 1.4 Commercially Reasonable Efforts shall mean, with respect to a partys obligations under this Agreement, the carrying out of such obligations with a level of efforts and resources consistent for a similarly situated company in the applicable industry for the research, development and/or commercialization of a similarly situated therapeutic or diagnostic product as a Licensed Product at a similar stage of development and/or commercialization, taking into account the anticipated value of the commercial opportunity, the prevailing regulatory environment and competitive market conditions. 1.5 Cost shall mean cost of goods sold including direct unit cost of manufacturing and preparing the Product for Sale exclusive of selling, general and administrative expense, research and development expense and distribution costs as recorded pursuant to U.S. Generally Accepted Accounting Principles, the International Financial Reporting Standards or equivalent foreign regulations. 1.6 Diagnostic Product shall mean any Product or Process that is or uses an IVD Kit or LDT designed to diagnose or monitor the progression of a disease or condition (including response to treatment). 1.7 Distributor shall mean any third party entity to whom Company, a Company Affiliate or a Sublicensee has granted, express or implied, the right to distribute any Licensed Product pursuant to Section 2.1(b)(ii). 1.8 First Commercial Sale shall mean the initial Sale anywhere in the applicable License Territory of a Licensed Product. 1.9 IND shall mean investigational new drug application, clinical trial application, clinical trial exemption or similar or equivalent application or submission for approval to conduct human clinical investigation filed with or submitted to the applicable regulatory authority. 1.10 Initiation of a clinical trial shall mean the dosing of the first patient enrolled in such clinical trial. 1.11 IVD Kit shall mean a kit for use in in-vitro diagnostic testing. 1.12 LDT shall mean a laboratory developed test performed in a medical and/or clinical laboratory that is operating in compliance with the Clinical Laboratory Improvement Amendments of 1988 (CLIA), or its foreign equivalent, said test being performed on clinical specimens for the diagnosis, treatment and/or prevention of disease. 1.13 License Field shall mean all uses. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 1.14 License Territory shall mean worldwide. 1.15 Licensed Product shall mean any Therapeutic Product or Diagnostic Product. 1.16 Marketing Approval shall mean all approvals, including pricing and reimbursement approvals, necessary for the commercial Sale of a Licensed Product in the License Field in a given country or regulatory jurisdiction in the License Territory. Marketing Approval in EU shall be deemed achieved only if Marketing Approval (including pricing and reimbursement approval) has been obtained in at least two (2) of the following countries: France, Germany, Italy, Spai

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 Amended and Restated Governance Agreement

This Second Amended and Restated Governance Agreement (this Agreement) is made as of November 1, 2016, by and among IAC/InterActiveCorp, a Delaware corporation (IAC or the Company), Mr. Barry Diller (Mr. Diller) and the persons signatory hereto (each, a Diller Party and, collectively with Mr. Diller, the Diller Parties) and shall be effective as of the Effective Date.

Certain Definitions. As used in this Agreement, the following terms have the following respective meanings: Affiliate means with respect to any person, any other person, directly or indirectly, controlling, controlled by or under common control with such person. For purposes of the foregoing definition, the term controls, is controlled by, or is under common control with means the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise. At-the-Market Transaction means a Transfer by a Diller Party of any share of Class B Common Stock to a Third Party at a price per share of Class B Common Stock that is no higher than the greater of (x) the last closing sale price of a share of the Common Stock on the NASDAQ (or the principal securities exchange or principal securities market on which the Common Stock is then listed or traded) (the Market Price) on the last trading day immediately preceding the date that a definitive agreement is entered into with regard to such Transfer and (y) the Market Price on the last trading day immediately preceding the date that such Transfer is completed. beneficial owner (including, with correlative meanings, the terms beneficially own and beneficial ownership) has the meaning ascribed to such term in Rule 13d-3 under the Exchange Act. Charitable Organization means an entity that is exempt from taxation under Section 501(c)(3) or Section 501(c)(4) of the United States Internal Revenue Code of 1986, as amended (or any successor provisions thereto) (whether a determination letter with respect to such successors exemption is issued before, at or after the relevant determination date), and further includes any successor entity of similar status. Covered Transaction means (x) with respect to the Company (i) an acquisition of beneficial ownership by a Third Party of shares of Capital Stock of the Company (or of the voting equity of a corporation that the Company merges with or into or of the parent of such a corporation) that would entitle the Third Party to exercise or control, directly or indirectly, more than fifty percent (50%) of the total voting power of the outstanding voting securities (which excludes the Class C Common Stock) of the Company (or of the surviving corporation in a merger with or into the Company or of its parent resulting from such a transaction) by means of any transaction or series of transactions (including any reorganization, merger, consolidation, joint venture, share transfer, tender offer, exchange offer or similar transaction) or (ii) a sale, lease or other disposition in any transaction or series of transactions of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole; or (y) with respect to the Companys Capital Stock, any transaction or series of transactions by Mr. Diller, his Family Members and/or Family Entities that, directly or indirectly, would result in a Third Party owning at least twenty-five percent (25%) of the total voting power of the Companys outstanding voting securities (which excludes the Class C Common Stock), other than an At-the-Market Transaction. Disinterested Director means a member of the Board who does not have, directly or indirectly, a pecuniary or personal interest in the transaction to be approved, other than as a holder of Common Stock or Class C Common Stock. Equity Securities means the equity securities of the Company calculated on a Common Stock equivalent basis (with each share of Class C Common Stock counted as one share of Common Stock for purposes of such calculation), including all outstanding shares of any class of Capital Stock and those shares issuable upon exercise, conversion or redemption of other securities of the Company not otherwise included in this definition. Exchange Act means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Family Entity means (x) those entities identified on Schedule 1 and (y) any general or limited partnership, corporation, limited liability company, trust or other legal entity that is, at all times during the term of this Agreement, wholly owned, directly or indirectly, by, or as to which the sole beneficiaries of any shares of Capital Stock held by such entity are, Mr. Diller and/or one or more Family Members (provided that any private foundation or Charitable Organization to which no person other than Mr. Diller and/or his Family Members is an investment advisor shall be permitted to be an additional beneficiary of shares of Capital Stock without violating such requirement, it being understood that no such private foundation or Charitable Organization may constitute a Family Entity and that nothing in this proviso shall exclude any Transfer to a private foundation or Charitable Organization from the provisions of Sections 2 and 4 of this Agreement). Family Member means, with respect to Mr. Diller, the spo

Certain Definitions from Amended and Restated Governance Agreement

This Second Amended and Restated Governance Agreement (this Agreement) is made as of November 1, 2016, by and among IAC/InterActiveCorp, a Delaware corporation (IAC or the Company), Mr. Barry Diller (Mr. Diller) and the persons signatory hereto (each, a Diller Party and, collectively with Mr. Diller, the Diller Parties) and shall be effective as of the Effective Date.

Certain Definitions. As used in this Agreement, the following terms have the following respective meanings: Affiliate means with respect to any person, any other person, directly or indirectly, controlling, controlled by or under common control with such person. For purposes of the foregoing definition, the term controls, is controlled by, or is under common control with means the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise. At-the-Market Transaction means a Transfer by a Diller Party of any share of Class B Common Stock to a Third Party at a price per share of Class B Common Stock that is no higher than the greater of (x) the last closing sale price of a share of the Common Stock on the NASDAQ (or the principal securities exchange or principal securities market on which the Common Stock is then listed or traded) (the Market Price) on the last trading day immediately preceding the date that a definitive agreement is entered into with regard to such Transfer and (y) the Market Price on the last trading day immediately preceding the date that such Transfer is completed. beneficial owner (including, with correlative meanings, the terms beneficially own and beneficial ownership) has the meaning ascribed to such term in Rule 13d-3 under the Exchange Act. Charitable Organization means an entity that is exempt from taxation under Section 501(c)(3) or Section 501(c)(4) of the United States Internal Revenue Code of 1986, as amended (or any successor provisions thereto) (whether a determination letter with respect to such successors exemption is issued before, at or after the relevant determination date), and further includes any successor entity of similar status. Covered Transaction means (x) with respect to the Company (i) an acquisition of beneficial ownership by a Third Party of shares of Capital Stock of the Company (or of the voting equity of a corporation that the Company merges with or into or of the parent of such a corporation) that would entitle the Third Party to exercise or control, directly or indirectly, more than fifty percent (50%) of the total voting power of the outstanding voting securities (which excludes the Class C Common Stock) of the Company (or of the surviving corporation in a merger with or into the Company or of its parent resulting from such a transaction) by means of any transaction or series of transactions (including any reorganization, merger, consolidation, joint venture, share transfer, tender offer, exchange offer or similar transaction) or (ii) a sale, lease or other disposition in any transaction or series of transactions of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole; or (y) with respect to the Companys Capital Stock, any transaction or series of transactions by Mr. Diller, his Family Members and/or Family Entities that, directly or indirectly, would result in a Third Party owning at least twenty-five percent (25%) of the total voting power of the Companys outstanding voting securities (which excludes the Class C Common Stock), other than an At-the-Market Transaction. Disinterested Director means a member of the Board who does not have, directly or indirectly, a pecuniary or personal interest in the transaction to be approved, other than as a holder of Common Stock or Class C Common Stock. Equity Securities means the equity securities of the Company calculated on a Common Stock equivalent basis (with each share of Class C Common Stock counted as one share of Common Stock for purposes of such calculation), including all outstanding shares of any class of Capital Stock and those shares issuable upon exercise, conversion or redemption of other securities of the Company not otherwise included in this definition. Exchange Act means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Family Entity means (x) those entities identified on Schedule 1 and (y) any general or limited partnership, corporation, limited liability company, trust or other legal entity that is, at all times during the term of this Agreement, wholly owned, directly or indirectly, by, or as to which the sole beneficiaries of any shares of Capital Stock held by such entity are, Mr. Diller and/or one or more Family Members (provided that any private foundation or Charitable Organization to which no person other than Mr. Diller and/or his Family Members is an investment advisor shall be permitted to be an additional beneficiary of shares of Capital Stock without violating such requirement, it being understood that no such private foundation or Charitable Organization may constitute a Family Entity and that nothing in this proviso shall exclude any Transfer to a private foundation or Charitable Organization from the provisions of Sections 2 and 4 of this Agreement). Family Member means, with respect to Mr. Diller, the spo

Certain Definitions from Management Services Agreement

This Investment Advisory and Management Services Agreement (the "Agreement") is made as of the 1st day of November, 2016, by and between BUSINESS DEVELOPMENT CORPORATION OF AMERICA, a Maryland corporation (the "Company"), and BDCA ADVISER, LLC, a Delaware limited liability company (the "Adviser").

Certain Definitions. For the purposes of this Agreement, the "approval of a majority of the outstanding voting securities" of the Fund means the affirmative vote, at a duly called and held meeting of shareholders of BDCA, (a) of the holders of 67% or more of the shares of BDCA present (in person or by proxy) and entitled to vote at the meeting, if the holders of more than 50% of the outstanding shares of BDCA entitled to vote at the meeting are present in person or by proxy or (b) of the holders of more than 50% of the outstanding shares of BDCA entitled to vote at the meeting, whichever is less. For the purposes of this Agreement, the term "approve at least annually" will be construed in a manner consistent with the Investment Company Act and any applicable guidance or interpretation of the Securities Exchange Commission or its staff.

Certain Definitions from Stockholders Agreement

THIS STOCKHOLDERS AGREEMENT (this Agreement) is made and entered into as of [*], 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 Stock and Asset Purchase Agreement

This STOCK AND ASSET PURCHASE AGREEMENT (this Agreement), dated as of October 12, 2016 (the Effective Date), is by and between Newell Brands Inc., a Delaware corporation (Parent), and Stanley Black & Decker, Inc., a Connecticut corporation (Purchaser). Each of Parent and Purchaser are sometimes referred to herein as a Party or collectively as the Parties.

Certain Definitions. The following terms, as used in this Agreement, have the following meanings: Accounting Principles means GAAP, as applied using the same accounting methods, policies, principles, practices and procedures (including classifications, judgments and estimation methodologies) as were used in the preparation of the Financial Statements, except as otherwise provided for in Exhibit 12.1(A). In the event of a conflict between GAAP and the Accounting Principles, the Accounting Principles shall control. Action means any action, claim, suit, arbitration, investigation or proceeding, in each case, by or before any Governmental Authority. Affiliate of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person. The term control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms controlled by and under common control with have meanings correlative thereto. For purposes of the foregoing, (a) for all periods prior to the Closing, neither Purchaser, on the one hand, nor the Purchased Companies, on the other hand, will be treated as an Affiliate of the other, and (b) for all periods after the Closing, neither Parent, on the one hand, nor the Purchased Companies, on the other hand, will be treated as an Affiliate of the other. Affiliate Arrangements means (a) all Contracts, arrangements, commitments or transactions between Parent or any of its Affiliates (other than a Purchased Company), on the one hand, and a Purchased Company, on the other hand and (b) all Contracts, arrangements, commitments or transactions (other than employment Contracts) between any director, officer or stockholder of Parent or any of its Affiliates (other than a Purchased Company), on the one hand, and a Purchased Company, on the other hand, in each case of clause (a) and (b) which is currently in effect. Ancillary Agreements means the Transition Services Agreement, the Bailment Agreement and the Excluded Transfer Documents. Antitrust Laws means applicable supranational, national, federal, state, provincial or local Laws designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolizing or restraining trade or lessening competition of any other country or jurisdiction, to the extent applicable to the purchase and sale of the Purchased Equity Interests and the other transactions contemplated by this Agreement, including without limitation, the HSR Act and other similar competition or antitrust laws of any jurisdiction other than the United States. Asset Sellers means Parent and each Subsidiary of Parent listed on Exhibit 12.1(B). Assumed Benefit Plan means each Employee Benefit Plan or portion thereof (i) sponsored by one of the Purchased Companies as of the Closing, (ii) that Purchaser or any of its Affiliates has expressly agreed to assume pursuant to Article VII of this Agreement or (iii) that Purchaser or any of its Affiliates is required to assume under applicable Laws or any applicable Union Contract; provided however, that no defined UK Pension Scheme is an Assumed Benefit Plan. Assumed Foreign Benefit Plan means each Assumed Benefit Plan that is not an Assumed U.S. Benefit Plan. Assumed U.S. Benefit Plan means each Assumed Benefit Plan that is sponsored, maintained or contributed to by Parent or any of its Affiliates primarily for the benefit of current or former Business Employees based primarily in the United States (including Puerto Rico). Brazil Environmental Liabilities means all Liabilities to the extent arising or resulting from any Release of Hazardous Substances prior to the Closing at, on, under or from the Brazil Manufacturing Facility, including any (i) post-Closing exposure to or migration of any such Release, (ii) such Release identified in whole or in part in the Brazil Phase II or subsequent investigations, (iii) such Release from the facilitys wastewater discharge or treatment equipment and infrastructure (and including any discharges in violation of applicable Environmental Law resulting from the status quo operation of such equipment and infrastructure during the 180 day period following the Closing) and (iv) Actions arising or resulting from any such Release. Brazil Manufacturing Facility means the real property and facility located at the commonly known street address of Av. Presidente Kennedy, 1049, Carlos Barbosa, RS, Brazil, including all underlying and associated land, buildings, fixtures, equipment and other improvements thereon and appurtenant thereto. Brazil Phase II means the Confirmatory Environmental Investigation (Environmental Site AssessmentPhase II), IRWIN INDUSTRIAL TOOLS Carlos Barbosa RS, Brazil, prepared for Newell Brands by CH2M do Brasil Engenharia Ltda., dated October 2016. Bu