9601 Uses in Definitions Clause

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement), dated as of July 6, 2017, for the purchase and sale of all of the outstanding shares of Pacific Foods of Oregon, Inc., an Oregon corporation (the Company), is entered into by and among the Company, the shareholders of the Company set forth on Schedule 2.01 (each a Shareholder and collectively, the Shareholders), PFO Shareholders Corp., an Oregon corporation and Affiliate of the Company (the Seller), Campbell Investment Company, a Delaware corporation (Buyer), and Charles W. Eggert, an individual in his capacity as the Shareholder Representative.

Definitions. The following terms have the meanings specified or referred to in this Article I: Advancements has the meaning set forth in Section 9.03(a)(ii). Affiliate of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term control (including the terms controlled by and under common control with) 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. Affiliated Leases has the meaning set forth in Section 4.09(f). Affiliated Subleases has the meaning set forth in Section 4.09(f). Agreement has the meaning set forth in the preamble. Arbitrator has the meaning set forth in Section 2.05(c). Audited Financial Statements has the meaning set forth in Section 4.05(a). Balance Sheet has the meaning set forth in Section 4.05(a). Balance Sheet Date has the meaning set forth in Section 4.05(a). Benefit Plan has the meaning set forth in Section 4.19(a). Business means the marketing, sale, distribution, or production in or for import into the United States or Canada of wet soup, wet broth, non-dairy beverages, wet gravies, or any other products of the kind sold by the Company in the United States or Canada, including products that are listed on the Companys product development list maintained by its marketing department, as of the date of this Agreement. Business Day means any day except Saturday, Sunday or any other day on which commercial banks located in New York, NY are authorized or required by Law to be closed for business. Buyer has the meaning set forth in the preamble. Cash means cash and cash equivalents on hand or in the bank accounts of the Company (reduced by outstanding checks and drafts and cash overdrafts, and increased by deposits in transit) (calculated in accordance with GAAP). CERCLA means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. SSSS 9601 et seq. CIM means the Companys Confidential Information Memorandum received by Buyer. Closing has the meaning set forth in Section 2.04. Closing Cash means the aggregate amount of Cash of the Company outstanding as of the Closing Date, determined immediately prior to giving effect to the Closing. Closing Date has the meaning set forth in Section 2.04. Closing Indebtedness means the aggregate amount of all Indebtedness of the Company outstanding as of the Closing Date, determined immediately prior to giving effect to the Closing. Closing Payment has the meaning set forth in Section 2.02. Closing Working Capital means (a) the current amounts applicable to those line items shown on the Balance Sheet (excluding Cash) constituting current assets of the Company, less (b) the current amounts applicable to those line items shown on the Balance Sheet constituting current liabilities of the Company (expressly excluding Indebtedness), in each case as of the close of business on the Closing Date. Closing Working Capital shall exclude (i) deferred Tax items; (ii) any liabilities for accruals or reserves established under GAAP that require the accrual for contingent or uncertain tax positions; and (iii) Indebtedness. For the avoidance of doubt, Closing Working Capital shall be calculated in accordance with the illustration set forth on Schedule 1.01(b). Code means the Internal Revenue Code of 1986, as amended. Common Stock has the meaning set forth in Section 4.02(a). Company has the meaning set forth in the recitals. Company Intellectual Property has the meaning set forth in Section 4.10(b). Competing Business means any business or Person engaged in any part of the Business other than Buyer and its Subsidiaries; provided, however, for the avoidance of any doubt, Competing Business does not include and specifically excludes (a) any business primarily involved in the formulation, manufacture, sale, or development of (i) food ingredients or additives other than bullion; and (ii) dairy, beef, swine and poultry food products sold by any Affiliates of Company as of the date of this Agreement, and (b) Emilys Table for products supplied to food bank programs and woman, infant and children (WIC) nutritional programs, not conducted for any primary commercial or profit making purpose. Confidentiality Agreement means the Confidentiality Agreement, dated as of May 16, 2017, and supplemented May 30, 2017, between Campbell Soup Company and the Company. Data Laws means laws, regulations, guidelines, and rules in any jurisdiction (federal, state, local, and non-U.S.) applicable to data privacy, data security, and/or personal information. Data Room means the electronic documentation site established by Merrill Communications, LLC on behalf of the Company, Seller and the Shareholders, to which Buyer and its

DEFINITIONS from Stock Purchase Agreement

This Stock Purchase Agreement (this Agreement), dated as of January 10, 2017, is entered into by and among WNS North America Inc., a Delaware corporation (Buyer), Alpar Kamber (Kamber), Donald Dougherty (Dougherty), and John R. Evans (Evans, and together with Kamber and Dougherty, the Sellers), and Priyadarshan Deshmukh (Deshmukh), Peter E. Nero (Nero), and Alan C. Veeck (Veeck, and collectively with Deshmukh and Nero, the Optionholders) and Kamber, separately in his capacity as representative of the Company Holders (Sellers Representative).

DEFINITIONS. The following terms have the meanings specified or referred to in this Article I: Acquisition Proposal means (a) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination that if consummated would result in any Person other than the Company Holders owning the Shares or any other equity securities of the Company; (b) any proposal or offer to acquire in any manner, directly or indirectly, any right in any portion of the assets of the Company, other than proposals or offers to acquire solely inventory in the ordinary course of business consistent with past practice; or (c) any proposal or offer to acquire in any manner, directly or indirectly, any right in any equity interests of the Company, including but not limited to the Shares. Additional Closing Payment means $8,000,000 x (the aggregate Ownership Percentage of Dougherty and Evans). Adjusted Closing Price means the Closing Price plus the aggregate exercise price of the Options (not including any Options which are terminated for no consideration hereunder). Affiliate of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, or is an Immediate Family Member of a Person or an Affiliate thereof. The term control (including the terms controlled by and under common control with) 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. Neither the Company nor Buyer shall be deemed an Affiliate of any Company Holder after Closing. Board means the board of directors of the Company. Bonus Payments means any amounts owed or payable by the Company as on the Closing Date or at any time thereafter (but not paid on or before the Closing Date) to any officer, director, manager, employee, consultant or independent contractor of the Company (as well as any similar positions with the Company regardless of the title) under, pursuant to, or as a result of any Employee Benefit Plan, Contract, agreement, bonus obligation, payment obligation or other arrangement with or pertaining to such persons, any severance arrangements, any retention programs and the like, in each case, with the amount owed or payable solely arising or resulting from or triggered or caused by the transactions contemplated herein. Business Day means any day except Saturday, Sunday or any other day on which commercial banks located in New York are authorized or required by Law to be closed for business. Cause Event means that a Management Holder has (a) committed fraud relating to the Company or its Affiliates, (b) embezzled funds of the Company or its Affiliates, or (c) been indicted by a Governmental Authority for a violation of any insider trading laws. China Personnel means the employees of Fonssino who are to be transferred to a branch office of Buyer or its Affiliate organized under the laws of Hong Kong or the Peoples Republic of China, in connection with the transactions contemplated under this Agreement. Claim means any claim, action, litigation, inquiry, proceeding (arbitral, administrative, legal or otherwise), suit, stipulation, investigation, charge, complaint, demand or similar matter. Closing Direction Letter means a certificate, signed by the Sellers Representative and delivered to Buyer, setting forth each Person entitled to a payment pursuant to Section 2.04(a)(i), the amount due to such Person, and the applicable wire instructions for the payment of all amounts due and payable, including all amounts and instructions set forth on the Payoff Letters with respect to the payment or release of Indebtedness as of Closing. Closing Price means (a) $32,000,000, minus (b) the Indebtedness, minus (c) the Sellers Representative Holdback Amount, minus (d) $197,000, which is equal to the consideration payable under the India APA. Closing Working Capital means the current assets minus the current liabilities of the Company in the categories shown on Exhibit A, as determined as of 12:01 a.m. local time on the Closing Date, and otherwise calculated using the inputs and methodology shown on Exhibit A hereto. Exhibit A sets forth an example of the calculation of the Closing Working Capital as of December 31, 2016 and certain accounting methods, policies, principles, practices and procedures, as were used in the preparation of such example calculation. Notwithstanding the foregoing, the Closing Working Capital shall include negative adjustments for (1) any additional Taxes payable by the Company in connection with the conversion of the Company from an S corporation (within the meaning of Code Sections 1361 and 1362) to a C corporation (within the meaning of Code Sections 1361 and 1362), (2) gratuity and other statutory payments payable in India in connection with the transfer of the India P

DEFINITIONS from Combination Agreement

This Combination Agreement, dated as of February 3, 2017 (this Agreement), is by and among Beckman Production Services, Inc., a Delaware corporation (Beckman), Beckman Merger Sub, Inc., a Delaware corporation (Beckman Merger Sub), and Nine Energy Service, Inc., a Delaware corporation (Nine).

DEFINITIONS. The terms set forth below in this Article I shall have the meanings ascribed to them below or in the part of this Agreement referred to below: Accredited Investor shall have the meaning set forth for such term in Rule 501 of Regulation D promulgated under the Securities Act, as such rule may be amended, modified or superseded from time to time. Acquisition Proposal shall mean any offer or proposal (whether written, oral or otherwise), relating to any transaction or series of related transactions involving: any merger, consolidation, business combination or similar transaction involving a Combining Company or any of its Subsidiaries, any sale, lease (other than in the ordinary course of business), exchange, transfer, license (other than in the ordinary course of business), acquisition or disposition of all or substantially all of the assets of a Combining Company (including its Subsidiaries, taken as a whole, with the assets of such Subsidiaries valued on a consolidated basis), or any liquidation or dissolution of a Combining Company. For the avoidance of doubt, an Acquisition Proposal shall not include an initial public offering of a Combining Company or any of its Subsidiaries occurring following the earlier to occur of the Effective Time of the Merger or the termination of this Agreement. Affiliate shall mean a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified. As used in this definition, the term control (including the terms controlling, controlled by, and 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. Agreement shall have the meaning specified in the opening paragraph hereof. Amended and Restated Stockholders Agreement shall mean the Second Amended and Restated Stockholders Agreement of Nine in substantially the form attached hereto as Exhibit C. Beckman shall have the meaning specified in the opening paragraph hereof. Beckman Common Stock shall mean the common stock, par value $0.01 per share, of Beckman. Beckman Consent shall have the meaning set forth in Section 6.1(c). Beckman Dissenting Shares shall have the meaning set forth in Section 2.14. Beckman Dissenting Stockholders shall have the meaning set forth in Section 2.14. Beckman Merger Sub shall have the meaning specified in the opening paragraph hereof. Beckman Option shall have the meaning set forth in Section 2.7. Beckman Option Plan shall mean the Beckman Production Services, Inc. 2012 Stock Incentive Plan, as amended. Beckman Per Share Merger Cash Consideration shall have the meaning set forth in Section 2.6(b). Beckman Per Share Merger Consideration shall mean the Beckman Per Share Cash Consideration and the Beckman Per Share Stock Consideration, as applicable. Beckman Per Share Merger Stock Consideration shall have the meaning set forth in Section 2.6(a). Beckman Subscription Offer shall have the meaning set forth in Section 5.13(a). Benefit Plan shall mean (a) each employee benefit plan, as such term is defined in Section 3(3) of ERISA, (b) each plan that would be an employee benefit plan, as such term is defined in Section 3(3) of ERISA, if it were subject to ERISA, such as foreign plans and plans for directors, (c) each equity bonus, equity ownership, equity option, restricted equity, equity purchase, equity appreciation rights, phantom equity, or other equity-based compensation plan or arrangement, (d) each bonus plan or arrangement, incentive award plan or arrangement, deferred compensation plan or arrangement, change in control plan or arrangement, executive compensation or supplemental income plan or arrangement, retention plan or arrangement, personnel policy, vacation policy, severance pay plan, policy or agreement, consulting agreement, or employment agreement, and (e) each other employee benefit plan, agreement, arrangement, program, practice or understanding. Board shall mean the board of directors of a Combining Company. Business Day shall mean any day other than a Saturday, a Sunday or any other day when banks are not open for business in Houston, Texas. Bylaw Amendment shall mean the Third Amended and Restated Bylaws of Nine in substantially the form attached hereto as Exhibit E. Capital Stock shall mean (a) with respect to any Person that is a corporation, any and all shares, interests, participation or other equivalents (however designated and whether or not voting) of corporate stock, including the common stock of such Person, and (b) with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person. Capitalized Lease Obligations shall mean the obligations of such Person that are required to be classified and accounted for as capital lease obligations under GAAP

DEFINITIONS from Agreement

This Gas Gathering, Compression, Processing and Gas Lift Agreement (this Agreement), dated as of [ ], 2017 (the Effective Date), is by and among OASIS PETROLEUM NORTH AMERICA LLC, a Delaware limited liability company (Producer), OASIS PETROLEUM MARKETING LLC, a Delaware limited liability company (Shipper), OASIS MIDSTREAM SERVICES LLC, a Delaware limited liability company (OMS), and OASIS MIDSTREAM PARTNERS LP (MLP, and collectively with OMS, Gatherer). Producer, Shipper and Gatherer may be referred to herein individually as a Party or collectively as the Parties.

DEFINITIONS. Capitalized terms used, but not otherwise defined, in this Agreement shall have the respective meanings given to such terms set forth below: Additional Processing Plant. As defined in Section 3.4(b). SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***] Affiliate. Any Person that, directly or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with another Person. Affiliated shall have the correlative meaning. Notwithstanding the foregoing, for purposes of this Agreement, Gatherer and its subsidiaries shall not be Affiliates of Producer or Shipper and or their respective other subsidiaries, and neither Shipper nor Producer nor any of their respective subsidiaries shall be Affiliates of Gatherer and its other subsidiaries. Agreed Formation. The Bakken/Three Forks formation and any other formation the Gas from which the Parties agree will be subject to dedication hereunder. Agreement. As defined in the preamble hereof. Applicable Law. Any law (including any Environmental Law), rule, regulation, ordinance, code, order, writ, judgment, decree or rule of common law or any judicial or administrative interpretation thereof or other legal or regulatory determination by a Governmental Authority of competent jurisdiction. BTU. The amount of heat required to raise the temperature of one pound of pure water from 58.5 degrees Fahrenheit to 59.5 degrees Fahrenheit at a constant pressure of 14.73 psia. Business Day. Any calendar Day on which commercial banks in Houston, Texas are open for business. Bypass Gas. Gas delivered by Shipper or by a third party to the Plant Receipt Point that is bypassed around the Processing Plant and is therefore not processed. CDP. A central delivery point at which Producer aggregates volumes of Gas produced from one or more Wells that will be connected to the Gathering System in accordance with this Agreement, including the Planned CDPs. Completion Deadline. As defined in Section 3.3(b). Compression Fee. As defined on Exhibit K. Condensate. Gas that condenses in the Facilities at ambient temperatures and is recovered from the Facilities as a hydrocarbon liquid. Confidential Information. As defined in Section 18.6(a). Conflicting Dedication. Any gathering agreement or other commitment or arrangement that would require Dedicated Gas to be gathered and/or compressed on any gathering system other than the Gathering System, processed in any processing plant other than the Processing Plant or used to perform gas lift operations on any system other than the Gas Lift Gas System. Connection Notice. As defined in Section 3.3(b). SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***] Contract Year. Each of (a) the Effective Date through December 31, 2017, (b) the period from January 1, 2018 through December 31, 2018 and (c) each period of twelve consecutive Months thereafter. Control. Possessing the power to direct or cause the direction of the management and policies of a Person, whether through ownership, by contract, or otherwise. Notwithstanding the foregoing, any Person shall be deemed to control any specified Person if such Person owns 50% or more of the voting securities of the specified Person, or if the specified Person owns 50% or more of the voting securities of such Person, or if 50% or more of the voting securities of the specified Person and such Person are under common control. Controlled and Controls shall have correlative meanings. Cubic Foot. The volume of Gas in one cubic foot of space at a standard pressure and temperature base of 14.73 psia and 60 degrees Fahrenheit, respectively. Day. A period commencing at 9:00 a.m., Central Standard Time, on a calendar day and ending at 9:00 a.m., Central Standard Time, on the next succeeding calendar day. Daily shall have the correlative meaning. Dedicated Acreage. The area identified on Exhibit A. Dedicated Gas. All Gas produced on or after the Effective Date (except for the Gas produced from the Excluded Wells) that Producer has the right to control and deliver for gathering and processing and that is attributable to any Dedicated Property and is produced through a Well from an Agreed Formation. Dedicated Properties. All Interests now owned or hereafter acquired by Producer and located wholly within the Dedicated Acreage. Delivery Point. Each of the Gathering System Delivery Points and the Plant Delivery Points. Design Recoveries. As defined in Section 3.4(a). DevCos. Bighorn DevCo LLC, a Delaware l

DEFINITIONS from Transportation Services Agreement

This Transportation Services Agreement (this Agreement) dated as of May 9th, 2016 (the Effective Date) is by and between Oasis Midstream Services LLC, a Delaware limited liability company (Carrier) and Oasis Petroleum Marketing LLC, a Delaware limited liability company (Shipper). Carrier and Shipper may be referred to herein individually as a Party or collectively as the Parties.

DEFINITIONS. Capitalized terms used, but not otherwise defined, in this Agreement shall have the respective meanings given to such terms set forth below: Adverse Ruling. As defined in Section 7.3. Affiliate. Any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with another Person. Affiliated shall have the correlative meaning. The term control (including its derivatives and similar terms) shall mean possessing the power to direct or cause the direction of the management and policies of a Person, whether through ownership, by contract or otherwise. Notwithstanding the foregoing, any Person shall be deemed to control any specified Person if such Person owns 50% or more of the voting securities of the specified Person, or if the specified Person owns 50% or more of the voting securities of such Person, or if 50% or more of the voting securities of the specified Person and such Person are under common control. SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***] Agreement. As defined in the preamble hereof. Annual Commitment. The volume of Crude Petroleum set forth for each Contract Year on Exhibit A in the column labeled as such. Applicable Law. Any law (including any Environmental Law), rule, regulation, ordinance, code, order, writ, judgment, decree or rule of common law or any judicial or administrative interpretation thereof or other legal or regulatory determination by a Governmental Authority of competent jurisdiction. Barrel. 42 Gallons at 60 degrees Fahrenheit and zero gauge pressure. BPD. Barrels per Day. Business Day. Any calendar Day on which commercial banks in Houston, Texas are open for business. Carrier. As defined in the preamble of this Agreement. Commencement Date. The first Day of the Month which is at least 30 Days following Shippers receipt of Carriers written notice that the Johnsons Corner Pipeline System will be ready to transport Crude Petroleum and Carrier is otherwise ready, willing and able to perform the services under this Agreement on such first Day. Committed Firm Capacity. The highest level of transportation service on the Johnsons Corner Pipeline System which shall not be subject to prorationing under normal operating conditions as stated in Item 150 of the Rules and Regulations. Committed Rate. The rate set forth as the Committed Shipper Rate applicable to transportation between Receipt Point(s) and Delivery Point(s), as set forth on Exhibit C and as adjusted pursuant to Section 5.2. Committed Shipper. As defined in the Rules and Regulations. Committed Volumes. As defined in the Rules and Regulations. Confidential Information. As defined in Section 16.6(a). Contract Year. Each of (a) the period from the Commencement Date through December 31, 2016, (b) the period from January 1, 2017 to December 31, 2017 and (c) each period of 12 consecutive Months thereafter. Crude Petroleum. Any mixture of hydrocarbons that is produced from an oil and gas well as a liquid and remains liquid at atmospheric pressure. SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***] Cumulative Minimum Volume Commitment. As of the end of any Contract Year, the sum of the Annual Commitment for such Contract Year and the Annual Commitments for each prior Contract Year. Cumulative MVC Credit Volumes. With respect to any Contract Year, the sum of the MVC Credit Volumes for such Contract Year and the MVC Credit Volumes for each prior Contract Year, plus the total MVC Shortfall Volumes for all prior Contract Years with respect to which Shipper has paid the MVC Shortfall Fee, but only to the extent that Shipper has not received a MVC Shortfall Fee Credit for such volumes pursuant to Section 5.3(b). Daily Volume Commitment. The volume of Crude Petroleum set forth for each Contract Year on Exhibit A in the column labeled as such, which shall not be less than 3500 Barrels per Day. Day. A period commencing at 7:00 a.m., Central Standard Time, on a calendar day and ending at 7:00 a.m., Central Standard Time, on the next succeeding calendar day. Daily shall have the correlative meaning. Delivery Point. The outlet flange from the Johnsons Corner Pipeline System where Carrier makes deliveries to the planned third party facilities of Energy Transfers Dakota Access Pipeline and Tesoro High Plains Pipeline Company and other 3rd party facilities as may be connected in the future, as set forth on Exhibit C. Effective Date. As defined in the preamble of this Agreement

DEFINITIONS from Water Gathering and Disposal Agreement

This Produced and Flowback Water Gathering and Disposal Agreement (this Agreement), dated as of [ ], 2017 (the Effective Date), is by and between OASIS PETROLEUM NORTH AMERICA LLC, a Delaware limited liability company (Producer), OASIS MIDSTREAM SERVICES LLC, a Delaware limited liability company (OMS), and OASIS MIDSTREAM PARTNERS LP, a Delaware limited partnership (MLP, and collectively with OMS, Gatherer). Producer and Gatherer may be referred to herein individually as a Party or collectively as the Parties.

DEFINITIONS. Capitalized terms used, but not otherwise defined, in this Agreement shall have the respective meanings given to such terms set forth below: Affiliate. Any Person that, directly or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with another Person. Affiliated shall have the correlative meaning. Notwithstanding the foregoing, for purposes of this Agreement, Gatherer and its subsidiaries shall not be Affiliates of Producer and its other subsidiaries, and Producer and its other subsidiaries shall not be Affiliates of Gatherer and its other subsidiaries. Agreed Formation. The Bakken/Three Forks formation and any other formation the Saltwater from which the Parties agree will be subject to dedication hereunder. Agreement. As defined in the preamble hereof. SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***] Applicable Law. Any law (including any Environmental Law), rule, regulation, ordinance, code, order, writ, judgment, decree or rule of common law or any judicial or administrative interpretation thereof or other legal or regulatory determination by a Governmental Authority of competent jurisdiction. Barrel. 42 Gallons at 60 degrees Fahrenheit and zero gauge pressure. Business Day. Any calendar Day on which commercial banks in Houston, Texas are open for business. CDP. A central delivery point at which Producer aggregates volumes of Saltwater produced from one or more Wells that is or is required to be connected to the Gathering System in accordance with this Agreement, including the Planned CDPs. Completion Deadline. As defined in Section 3.3(b). Confidential Information. As defined in Section 16.6(a). Conflicting Dedication. Any gathering or disposal agreement or other commitment or arrangement that would require Dedicated Saltwater to be gathered on any gathering system other than the Gathering System or disposed of other than into the Disposal Wells. Connection Notice. As defined in Section 3.3(b). Contract Year. Each of (a) the period from the Effective Date through December 31, 2017, (b) the period from January 1, 2018 through December 31, 2018 and (c) each period of 12 consecutive Months thereafter. Control. Possessing the power to direct or cause the direction of the management and policies of a Person, whether through ownership, by contract or otherwise. Notwithstanding the foregoing, any Person shall be deemed to control any specified Person if such Person owns 50% or more of the voting securities of the specified Person, or if the specified Person owns 50% or more of the voting securities of such Person, or if 50% or more of the voting securities of the specified Person and such Person are under common control. Controlled or Controls shall have correlative meanings. Day. A period commencing at 12:00 a.m., Central Standard Time, on a calendar day and ending at 12:00 a.m., Central Standard Time, on the next succeeding calendar day. Daily shall have the correlative meaning. Dedicated Acreage. The area identified on Exhibit A. Dedicated Properties. All Interests now owned or hereafter acquired by Producer and located wholly within the Dedicated Acreage. Dedicated Saltwater. All Saltwater produced on or after the Effective Date (except for the Saltwater produced from the Excluded Wells) that Producer has the right to control and deliver for gathering and that is attributable to any Dedicated Property and is produced through a Well from an Agreed Formation. SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***] DevCos. Bobcat DevCo LLC, a Delaware limited liability company, and any other Affiliate of OMS or MLP that directly owns assets utilized in the performance of the Services. Disposal Fee. As defined on Exhibit G. Disposal System. Collectively, the Gathering System and the Disposal Wells. Disposal Well. Each disposal well connected to the Gathering System owned by Gatherer and/or used by Gatherer (in each case, through one or more DevCos) for the disposal of Dedicated Saltwater. DSU. With respect to each Well or planned Well, the actual spacing unit for such Well determined by the North Dakota Industrial Commission or, if no such determination has been made at the relevant time, an area of 1280 acres around such Well or planned Well within which the well bore for such Well is or is expected to be open. Easement Notice. As defined in Section 3.4(b). Effective Date. As defined in the preamble of this Agreement. Environmental Laws. All Applicable Laws p

DEFINITIONS from Purchase and Sales Agreement

This Freshwater Purchase and Sales Agreement (this Agreement), dated as of [ ], 2017 (the Effective Date), is by and between OASIS PETROLEUM NORTH AMERICA LLC, a Delaware limited liability company (Producer), OASIS MIDSTREAM SERVICES LLC, a Delaware limited liability company (OMS), and OASIS MIDSTREAM PARTNERS LP, a Delaware limited partnership (MLP, and collectively with OMS, Seller). Producer and Seller may be referred to herein individually as a Party or collectively as the Parties.

DEFINITIONS. Capitalized terms used, but not otherwise defined, in this Agreement shall have the respective meanings given to such terms set forth below: Affiliate. Any Person that, directly or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with another Person. Affiliated shall have the correlative meaning. Notwithstanding the foregoing, for purposes of this Agreement, Seller and its subsidiaries shall not be Affiliates of Producer and its other subsidiaries, and Producer and its other subsidiaries shall not be Affiliates of Seller and its other subsidiaries. Agreement. As defined in the preamble hereof. Applicable Law. Any law (including any Environmental Law), rule, regulation, ordinance, code, order, writ, judgment, decree or rule of common law or any judicial or administrative interpretation thereof or other legal or regulatory determination by a Governmental Authority of competent jurisdiction. Barrel. 42 Gallons at 60 degrees Fahrenheit and zero gauge pressure. SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***] Business Day. Any calendar Day on which commercial banks in Houston, Texas are open for business. CDP. A central delivery point at which Producer aggregates production from one or more Wells that is or will be connected to the Freshwater System in accordance with this Agreement, including the Required Connection CDPs. Completion Deadline. As defined in Section 3.3(f). Confidential Information. As defined in Section 16.6(a). Connection Notice. As defined in Section 3.3(b). Contract Year. Each of (a) the period from the Effective Date through December 31, 2017, (b) the period from January 1, 2018 through December 31, 2018 and (c) each period of 12 consecutive Months thereafter. Control. Possessing the power to direct or cause the direction of the management and policies of a Person, whether through ownership, by contract or otherwise. Notwithstanding the foregoing, any Person shall be deemed to control any specified Person if such Person owns 50% or more of the voting securities of the specified Person, or if the specified Person owns 50% or more of the voting securities of such Person, or if 50% or more of the voting securities of the specified Person and such Person are under common control. Day. A period commencing at 12:00 a.m., Central Standard Time, on a calendar day and ending at 12:00 a.m., Central Standard Time, on the next succeeding calendar day. Daily shall have the correlative meaning. Delivery Point. In the case of Freshwater delivered through the Freshwater System, the outlet valve at the Measurement Facilities located at or nearby a CDP that is connected to the Freshwater System where such CDP is connected to the Freshwater System. In the case of Freshwater delivered by Seller by truck, the inlet flange of Producers atmospheric tank or other storage facility at or near a CDP into which such Freshwater is delivered. DevCos. Beartooth DevCo LLC, a Delaware limited liability company, and any other Affiliate of OMS or MLP that directly owns assets utilized in the performance of the Services. DSU. With respect to each Well or planned Well, the actual spacing unit for such Well determined by the North Dakota Industrial Commission or, if no such determination has been made at the relevant time, an area of 1280 acres around such Well or planned Well within which the well bore for such Well is or is expected to be open. Easement Notice. As defined in Section 3.4(b). Effective Date. As defined in the preamble of this Agreement. Environmental Laws. All Applicable Laws pertaining to the presence or release of environmental contaminants (including any Hazardous Materials), or relating to natural SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***] resources (including any protected species) or the environment (including the air, water, surface or subsurface of the ground) as same are in effect at any time and including the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), as amended by Superfund Amendments and Reauthorization Act (SARA), 42 U.S.C. SSSS 9601 et seq.; Resource Conservation and Recovery Act (RCRA), as amended by the Solid Waste Disposal Act (SWDA), 42 U.S.C. SSSS6901 et seq.; Federal Water Pollution Control Act (FWPCA), as amended by the Clean Water Act (CWA), 33 U.S.C. SSSS 1251 et seq.; Safe Drinking Water Act, 42 U.S.C. SSSS 300f et seq.; Clean Air Act (CAA), 42 U.S.C., SSSS 7401 et seq.; and Toxic Substance

DEFINITIONS from Water Gathering and Disposal Agreement

This Produced and Flowback Water Gathering and Disposal Agreement (this Agreement), dated as of [ ], 2017 (the Effective Date), is by and between OASIS PETROLEUM NORTH AMERICA LLC, a Delaware limited liability company (Producer), OASIS MIDSTREAM SERVICES LLC, a Delaware limited liability company (OMS), and OASIS MIDSTREAM PARTNERS LP, a Delaware limited partnership (MLP, and collectively with OMS, Gatherer). Producer and Gatherer may be referred to herein individually as a Party or collectively as the Parties.

DEFINITIONS. Capitalized terms used, but not otherwise defined, in this Agreement shall have the respective meanings given to such terms set forth below: Affiliate. Any Person that, directly or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with another Person. Affiliated shall have the correlative meaning. Notwithstanding the foregoing, for purposes of this Agreement, Gatherer and its subsidiaries shall not be Affiliates of Producer and its other subsidiaries, and Producer and its other subsidiaries shall not be Affiliates of Gatherer and its other subsidiaries. Agreed Formation. The Bakken/Three Forks formation and any other formation the Saltwater from which the Parties agree will be subject to dedication hereunder. Agreement. As defined in the preamble hereof. SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***] Applicable Law. Any law (including any Environmental Law), rule, regulation, ordinance, code, order, writ, judgment, decree or rule of common law or any judicial or administrative interpretation thereof or other legal or regulatory determination by a Governmental Authority of competent jurisdiction. Barrel. 42 Gallons at 60 degrees Fahrenheit and zero gauge pressure. Business Day. Any calendar Day on which commercial banks in Houston, Texas are open for business. CDP. A central delivery point at which Producer aggregates volumes of Saltwater produced from one or more Wells that is or is required to be connected to the Gathering System in accordance with this Agreement, including the Required Connection CDPs. Completion Deadline. As defined in Section 3.3(f). Confidential Information. As defined in Section 16.6(a). Conflicting Dedication. Any gathering or disposal agreement or other commitment or arrangement that would require Dedicated Saltwater to be gathered on any gathering system other than the Gathering System or disposed of other than into the Disposal Wells. Connection Notice. As defined in Section 3.3(b). Contract Year. Each of (a) the period from the Effective Date through December 31, 2017, (b) the period from January 1, 2018 through December 31, 2018 and (c) each period of 12 consecutive Months thereafter. Control. Possessing the power to direct or cause the direction of the management and policies of a Person, whether through ownership, by contract or otherwise. Notwithstanding the foregoing, any Person shall be deemed to control any specified Person if such Person owns 50% or more of the voting securities of the specified Person, or if the specified Person owns 50% or more of the voting securities of such Person, or if 50% or more of the voting securities of the specified Person and such Person are under common control. Controlled or Controls shall have correlative meanings. Day. A period commencing at 12:00 a.m., Central Standard Time, on a calendar day and ending at 12:00 a.m., Central Standard Time, on the next succeeding calendar day. Daily shall have the correlative meaning. Dedicated Acreage. The area identified on Exhibit A. Dedicated Properties. All Interests now owned or hereafter acquired by Producer and located wholly within the Dedicated Acreage. Dedicated Saltwater. All Saltwater produced on or after the Effective Date (except for the Saltwater produced from the Excluded Wells) that Producer has the right to control and deliver for gathering and that is attributable to any Dedicated Property and is produced through a Well from an Agreed Formation. SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***] DevCos. Beartooth DevCo LLC, a Delaware limited liability company, and any other Affiliate of OMS or MLP that directly owns assets utilized in the performance of the Services. Disposal Fee. As defined on Exhibit G. Disposal System. Collectively, the Gathering System and the Disposal Wells. Disposal Well. Each disposal well connected to the Gathering System owned by Gatherer and/or used by Gatherer (in each case, through one or more DevCos) for the disposal of Dedicated Saltwater. DSU. With respect to each Well or planned Well, the actual spacing unit for such Well determined by the North Dakota Industrial Commission or, if no such determination has been made at the relevant time, an area of 1280 acres around such Well or planned Well within which the well bore for such Well is or is expected to be open. Easement Notice. As defined in Section 3.4(b). Effective Date. As defined in the preamble of this Agreement. Environmental Laws. All Ap

DEFINITIONS from Storage Agreement

This Crude Oil Gathering, Stabilization, Blending and Storage Agreement (this Agreement), dated as of [ ], 2017 (the Effective Date), is by and among OASIS PETROLEUM NORTH AMERICA LLC, a Delaware limited liability company (Producer), OASIS PETROLEUM MARKETING LLC, a Delaware limited liability company (Shipper), OASIS MIDSTREAM SERVICES LLC, a Delaware limited liability company (OMS), and OASIS MIDSTREAM PARTNERS LP, a Delaware limited partnership (MLP, and collectively with OMS, Gatherer). Producer, Shipper and Gatherer may be referred to herein individually as a Party or collectively as the Parties.

DEFINITIONS. Capitalized terms used, but not otherwise defined, in this Agreement shall have the respective meanings given to such terms set forth below: Affiliate. Any Person that, directly or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with another Person. Affiliated shall have the correlative meaning. Notwithstanding the foregoing, for purposes of this Agreement, Gatherer and its subsidiaries shall not be Affiliates of Producer or Shipper and or their respective other subsidiaries, and neither Shipper nor Producer nor any of their respective subsidiaries shall be Affiliates of Gatherer and its other subsidiaries. SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***] Agreed Formation. The Bakken/Three Forks formation and any other formation the Crude Oil from which the Parties agree will be subject to dedication hereunder. Agreement. As defined in the preamble hereof. API. The American Petroleum Institute. API Gravity. The gravity determined in accordance with the currently-applicable American Society for Testing Materials Designation. Applicable Law. Any law (including any Environmental Law), rule, regulation, ordinance, code, order, writ, judgment, decree or rule of common law or any judicial or administrative interpretation thereof or other legal or regulatory determination by a Governmental Authority of competent jurisdiction. Barrel. 42 Gallons at 60 degrees Fahrenheit and zero gauge pressure. Business Day. Any calendar Day on which commercial banks in Houston, Texas are open for business. CDP. A central delivery point at which Producer aggregates volumes of Crude Oil produced from one or more Wells that will be connected to the Gathering System in accordance with this Agreement, including the Planned CDPs. Central Processing Facility. The Crude Oil processing facility, together with any related stabilization, blending, storage and Delivery Point facilities, to be installed and constructed by Gatherer and located in Section 35, T151N R98W, McKenzie County, North Dakota. Completion Deadline. As defined in Section 3.3(b). Confidential Information. As defined in Section 17.6(a). Conflicting Dedication. Any gathering, stabilization, blending or storage agreement or other commitment or arrangement that would require Dedicated Crude Oil to be gathered, stabilized, blended or stored on any gathering system or in any other facilities other than the Gathering System. Connection Notice. As defined in Section 3.3(b). Contract Year. Each of (a) the period from the Effective Date through December 31, 2017, (b) the period from January 1, 2018 through December 31, 2018 and (c) each period of 12 consecutive Months thereafter. Control. Possessing the power to direct or cause the direction of the management and policies of a Person, whether through ownership, by contract or otherwise. Notwithstanding the foregoing, any Person shall be deemed to control any specified Person if such Person owns SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***] 50% or more of the voting securities of the specified Person, or if the specified Person owns 50% or more of the voting securities of such Person, or if 50% or more of the voting securities of the specified Person and such Person are under common control. Controlled and Controls shall have correlative meanings. Crude Oil. Any mixture of hydrocarbons that is produced from an oil and gas well as a liquid and remains liquid at atmospheric pressure. Crude Oil Quality Specifications. As defined in Section 9.1. Day. A period commencing at 7:00 a.m., Central Standard Time, on a calendar day and ending at 7:00 a.m., Central Standard Time, on the next succeeding calendar day. Daily shall have the correlative meaning. Dedicated Acreage. The area identified on Exhibit A. Dedicated Crude Oil. All Crude Oil produced on or after the Effective Date (except for the Crude Oil produced from the Excluded Wells) that Producer has the right to control and deliver for gathering and that is attributable to any Dedicated Property and is produced through a Well from an Agreed Formation. Dedicated Properties. All Interests now owned or hereafter acquired by Producer and located wholly within the Dedicated Acreage. Delivery Point(s). The point of interconnection between the Gathering System and the inlet valve of the measurement facilities at the Oasis Midstream Services Wild Basin Transportation System located in the northwest corner of Section 35, T151N R98W, Mc

Definitions from Credit Agreement

THIS CREDIT AGREEMENT (the Agreement), dated as of April 17, 2017, is between HARTE HANKS, INC., a Delaware corporation (Borrower), and TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, a national banking association (Lender).

Definitions. As used in this Agreement, all exhibits, appendices and schedules hereto and in any note, certificate, report or other Loan Documents made or delivered pursuant to this Agreement, the following terms will have the meanings given such terms in this Section 1 or in the provision, section or recital referred to below: Advance means an advance by Lender to Borrower pursuant to Section 2 or any advance made by Lender to cover any drawing under any Letter of Credit. Advance Request Form means a certificate, in a form approved by Lender, properly completed and signed by Borrower requesting a Revolving Credit Advance. Affiliate means, as to any Person, any other Person (a) that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, such Person; (b) that directly or indirectly beneficially owns or holds five percent (5%) or more of any class of voting stock of such Person; or (c) five percent (5%) or more of the voting stock of which is directly or indirectly beneficially owned or held by such Person. The term control means the possession, directly or indirectly, of the power to direct or cause direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise; provided, however, in no event shall Lender be deemed an Affiliate of Borrower or any of its Subsidiaries or Affiliates. Agreement has the meaning set forth in the introductory paragraph hereto, and includes all schedules, exhibits and appendices attached or otherwise identified therewith. Borrower means the Person identified as such in the introductory paragraph hereto, and its successors and assigns to the extent permitted by Section 11.8. Borrowing Base means, as of any date, an amount equal to the sum of (a) eighty-five percent (85%) of the value of Investment Grade Bonds held in the Custodian Account, plus (b) one hundred percent (100%) of the value of cash in the Custodian Account. Business Day has the meaning assigned to it in the Note. Capital Expenditure means, with respect to any Person, any expenditure by such Person for (a) an asset which will be used in a year or years subsequent to the year in which the expenditure is made and which asset is properly classified in relevant financial statements of such Person as equipment, real property, a fixed asset or a similar type of capitalized asset in accordance with GAAP or (b) an asset relating to or acquired in connection with an acquired business, and any and all acquisition costs related to clause (a) or (b) above. Capitalized Lease Obligation means, with respect to any Person, the amount of Debt under a lease of Property by such Person that would be shown as a liability on a balance sheet of such Person prepared for financial reporting purposes in accordance with GAAP. Code means the Internal Revenue Code of 1986. Collateral has the meaning set forth in Section 4.1. Custodian Account means Account No. 849HT883 maintained at Raymond James & Associates, Inc. in the name of Pledgor. Commitment means the obligation of Lender to make Revolving Credit Advances pursuant to Section 2.1(a) in an aggregate principal amount at any time outstanding up to but not exceeding $20,000,000.00, subject, however, to termination pursuant to Section 10.2. Commitment Fee means $100,000.00 with respect to the Commitment. Commodity Exchange Act means the Commodity Exchange Act (7 U.S.C. SS 1 et seq.), and any successor statute. Constituent Documents means (a) in the case of a corporation, its articles or certificate of incorporation and bylaws; (b) in the case of a general partnership, its partnership agreement; (c) in the case of a limited partnership, its certificate of limited partnership and partnership agreement; (d) in the case of a trust, its trust agreement; (e) in the case of a joint venture, its joint venture agreement; (f) in the case of a limited liability company, its articles of organization, operating agreement, regulations and/or other organizational and governance documents and agreements; and (g) in the case of any other entity, its organizational and governance documents and agreements. Debt means, of any Person as of any date of determination (without duplication): (a) all obligations of such Person for borrowed money; (b) all obligations of such Person evidenced by bonds, notes, debentures, or other similar instruments; (c) all obligations of such Person to pay the deferred purchase price of Property or services, except trade accounts payable of such Person arising in the ordinary course of business that are not past due by more than ninety (90) days; (d) all Capitalized Lease Obligations of such Person; (e) all Debt or other obligations of others Guaranteed by such Person; (f) all obligations secured by a Lien existing on Property owned by such Person, whether or not the obligations secured thereby have been assumed by such Person or are non-recourse to the credit of such