Board Uses in DEFINITIONS Clause

DEFINITIONS from Employee Stock Purchase Plan

DEFINITIONS. Whenever the following terms are used in the Plan, they shall have the meaning specified below unless the context clearly indicates to the contrary. The singular pronoun shall include the plural where the context so indicates. 2.1 Administrator shall mean the Committee, or such individuals to which authority to administer the Plan has been delegated under Section 7.1 hereof. 2.2 Agent means the brokerage firm, bank or other financial institution, entity or person(s), if any, engaged, retained, appointed or authorized to act as the agent of the Company or an Employee with regard to the Plan. 2.3 Board shall mean the Board of Directors of the Company (organization) values">Board of Directors of the Company. 2.4 Code shall mean the Internal Revenue Code of 1986, as amended. 2.5 Committee shall mean the Board (organization) values">Compensation Committee of the Board. 2.6 Common Stock shall mean the common stock of the Company. 2.7 Company shall have such meaning as set forth in Section 1.1 hereof. 2.8 Compensation of an Employee shall mean the regular straight-time earnings or base salary, bonuses and commissions paid to the Employee from the Company on each Payday as compensation for services to the Company or any Designated Subsidiary, before deduction for any salary deferral contributions made by the Employee to any tax-qualified or nonqualified deferred compensation plan, including overtime, shift differentials, vacation pay, salaried production schedule premiums, holiday pay, jury duty pay, funeral leave pay, paid time off, military pay, prior week adjustments and weekly bonus, but excluding education or tuition reimbursements, imputed income arising under any group insurance or benefit program, travel expenses, business and moving reimbursements, including tax gross ups and taxable mileage allowance, income received in connection with any stock options, restricted stock, restricted stock units or other compensatory equity awards and all contributions made by the Company or any Designated Subsidiary for the Employees benefit under any employee benefit plan now or hereafter established. Such Compensation shall be calculated before deduction of any income or employment tax withholdings, but shall be withheld from the Employees net income. 2.9 Designated Subsidiary shall mean each Subsidiary that have been designated by the Board or Committee (organization) values">Board or Committee from time to time in its sole discretion as eligible to participate in the Plan, including any Subsidiary in existence on the Effective Date and any Subsidiary formed or acquired following the Effective Date, in accordance with Section 7.2 hereof. 2.10 Effective Date shall mean the date immediately prior to the date Companys registration statement relating to its initial public offering becomes effective, provided that the Board has adopted the Plan prior to or on such date, subject to approval of the Plan by the Companys stockholders. 2.11 Eligible Employee shall mean an Employee who (a) is customarily scheduled to work at least twenty (20) hours per week, (b) whose customary employment is more than five (5) months in a calendar year and (c) after the granting of the Option would not be deemed for purposes of Section 423(b)(3) of the Code to possess five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any Subsidiary. For purposes of clause (c), the rules of Section 424(d) of the Code with regard to the attribution of stock ownership shall apply in determining the stock ownership of an individual, and stock which an Employee may purchase under outstanding options shall be treated as stock owned by the Employee. Notwithstanding the foregoing, the Administrator may exclude from participation in the Plan as an Eligible Employee (x) any Employee that is a highly compensated employee of the Company or any Designated Subsidiary (within the meaning of Section 414(q) of the Code), or that is such a highly compensated employee (A) with compensation above a specified level, (B) who is an officer and/or (C) is subject to the disclosure requirements of Section 16(a) of the Exchange Act and/or (y) any Employee who is a citizen or resident of a foreign jurisdiction (without regard to whether they are also a citizen of the United States or a resident alien (within the meaning of Section 7701(b)(1)(A) of the Code)) if either (i) the grant of the Option is prohibited under the laws of the jurisdiction governing such Employee, or (ii) compliance with the laws of the foreign jurisdiction would cause the Plan or the Option to violate the requirements of Section 423 of the Code; provided that any exclusion in clauses (x), and/or (y) shall be applied in an identical manner under each Offering Period to all Employees of the Company and all Designated Subsidiaries, in accordance with Treasury Regulation Section 1.423-2(e). 2.12 Employee shall mean any person who renders services to the Company or a Designated Subsidiary in the status of an employee within the meaning of Section 3401(c) of the Code. Employee shall not in

Definitions from Long Term Incentive Plan

Definitions. For the purposes of this 2013 Plan and related documents, the following definitions apply: 2013 Plan means this 2013 Long Term Incentive Plan, as amended from time to time. Act means the Canada Business Corporations Act, as amended. Appreciation Unit means an appreciation unit granted to a Grantee pursuant to Section 7 of this 2013 Plan. AU Account means the account established on the books of the Company in respect of a Grantee pursuant to Section 7(a) of this 2013 Plan. AU Value with respect to any exercise of a Appreciation Unit means the positive difference between the average of the Fair Market Value of a Share for the five Business Days up to and including the Exercise Date less the Base Price for the Appreciation Unit being exercised. Award means the grant to a Grantee of a specified number of Appreciation Units subject to the terms of this 2013 Plan. Award Agreement means the 2013 Long Term Incentive Plan Award Agreement or other written agreement between MDA and a Grantee that evidences and sets out the terms and conditions of an Award. Base Price for an Appreciation Unit means the Fair Market Value of a Share on the Date of Grant, less the dollar value of any extraordinary dividend paid by MDA on the Shares. For the purposes hereof an extraordinary dividend shall not include any regular dividend of MDA. Black-Out Period means the period during which a restriction is imposed by the Company on all or any of its directors, officers, insiders or persons in a special relationship whereby they are to refrain from trading in the Companys securities until the restriction has been lifted by the Company. Board means the Board of Directors of the Company (organization) values">Board of Directors of the Company. Business Day means a day on which both the Stock Exchange and banks in Vancouver, British Columbia are open for business. Committee means a committee of the Board designated from time to time by resolution of the Board, which committee shall consist of no fewer than two members of the Board, none of whom shall be an officer or other salaried employee of any Participating Company. Company or MDA means MacDonald, Dettwiler and Associates Ltd., a corporation governed by the laws of Canada or any successor thereof. Date of Grant means the day on which an Award is made under this 2013 Plan. Deductions has the meaning set forth in Section 7(d) of this 2013 Plan. Employee with respect to a Participating Company means an individual who is considered an employee of the Participating Company as defined under the Income Tax Act, (Canada) as amended, or the applicable taxation legislation in the jurisdiction of the Participating Company. Exercise Date means the date on which the Company has received Notice from the Grantee of the exercise of any Appreciation Unit. Fair Market Value of a Share means the closing sale price of the Shares on the Stock Exchange, or, if that measure of price is not available, in a national market system for securities on the date or dates as provided hereunder. In the event that the Shares are not listed on any such market or national securities or stock exchange, a valuation of the fair market value of a Share on such date shall be made by the Board in its sole discretion. Grantee means an Employee who receives an Award or holds an Appreciation Unit under this 2013 Plan. Initial Appreciation Unit means the Appreciation Unit awarded with a Date of Grant of December 1, 2012. Insider means:

Definitions from Severance Plan

Definitions. Whenever used in the Plan, the following words and phrases shall have the meanings set forth below unless the context plainly requires a different meaning. When the defined meaning is intended, the term is capitalized. 2.1 Affiliate means any entity (whether a corporation, partnership, joint venture, limited liability company or other entity) in which the Employer beneficially owns 50% or more of the voting power of the entity, and any other entity in which the Employer has an economic interest and which is designated as an Affiliate by the Committee for purposes of the Plan. 2.2 Base Compensation means the annualized base salary of the Participant in effect at Termination of Employment. 2.3 Board means the Board of Directors of Venator Materials PLC or its successor. 2.4 Change of Control means the occurrence of any of the events set forth in clause (b) of the definition of Change of Control in the Venator Materials 2017 Stock Incentive Plan, as amended, restated or otherwise modified from time to time. 2.5 COBRA means the Consolidated Omnibus Reconciliation Act of 1985, as amended. 2.6 Committee means the Compensation Committee of the Board or, if there is not a Compensation Committee, then the Board. 2.7 Employer means Venator Materials PLC, or any successor thereof. In addition, unless the context indicates otherwise, as used in the Plan, the term Employer shall also mean and include any Affiliate of Venator Materials PLC that has adopted the Plan with the permission of Venator Materials PLC and any Affiliate that has been designated by Venator Materials PLC as an Employer in the Plan. Such adoptions and designations shall be subject to such conditions as the Committee deems appropriate. The obligations of an Employer hereunder shall be limited to the employees of that Employer participating in the Plan. The following Affiliates of Venator Materials PLC are participating in the Plan as of the Effective Date: Huntsman P&A Americas LLC Huntsman P&A Germany GmbH Huntsman P&A UK Ltd. 2.8 Family Member of an employee means: (a) a brother or sister (whether by whole or half-blood) of the employee, (b) the spouse of the employee, (c) an ancestor or lineal descendant of the employee, or (d) the spouse of anyone included in (a) or (c). 2.9 Participant means an employee of the Employer who is designated to participate in the Plan by the Committee; provided however, unless the Committee provides otherwise with respect to a particular employee, an employee with the title of Vice President or higher of an Employer shall be deemed as designated to participate in the Plan. Notwithstanding the foregoing, the Committee shall have the authority to adjust the status of any employee (including the removal of an employee from participation under the Plan or to change the class to which the employee belongs for purposes of the Plan). The Committee may, subject to any applicable law, regulatory, securities exchange or other similar restrictions, delegate to one or more officers of the Employer, the authority to adjust the status of any employee as described above, other than an employee who is subject to Section 16(b) of the Exchange Act or who is a Family Member of an employee who is subject to Section 16(b) of the Exchange Act. The Committee may impose such limitations and restrictions on its delegation of authority, in addition to any required restrictions or limitations set forth in the Plan, as it may determine in its sole discretion. Any adjustment of status made pursuant to such a delegation shall be subject to all of the provisions of the Plan. 2.10 Plan Year means the calendar year. 2.11 Reasonable Cause means any of the following, with respect to a Participant:

Definitions from Long Term Incentive Plan

Definitions. For the purposes of this 2015 Plan and related documents, the following definitions apply: 2015 Plan means this 2015 Long Term Incentive Plan, as amended from time to time. Act means the Canada Business Corporations Act, as amended. Appreciation Unit means an appreciation unit granted to a Grantee pursuant to Section 6 of this 2015 Plan, comprising the rights granted to a Grantee under this 2015 Plan including the right of certain Grantees to acquire Shares as set forth in Award Agreements entered into as contemplated hereunder subject to terms and conditions of this 2015 Plan. AU Account means the account established on the books of the Company in respect of a Grantee pursuant to Section 7(a) of this 2015 Plan. AU Value with respect to any exercise of a Appreciation Unit means the positive difference between the average of the Fair Market Value of a Share for the five Business Days up to and including the date on which Notice of exercise is received by the Company less the Base Price for the Appreciation Unit being exercised. Award means the grant to a Grantee of a specified number of Appreciation Units subject to the terms of this 2015 Plan. Award Agreement means the 2015 Long Term Incentive Plan Award Agreement or other written agreement between MDA and a Grantee that evidences and sets out the terms and conditions of an Award. Base Price for an Appreciation Unit means the Fair Market Value of a Share on the Date of Grant. Black-Out Period means the period during which a restriction is imposed by the Company on all or any of its directors, officers, insiders or persons in a special relationship whereby they are to refrain from trading in the Companys securities until the restriction has been lifted by the Company. Board means the Board of Directors of the Company (organization) values">Board of Directors of the Company. Business Day means a day on which the Stock Exchange and on which the banks in Vancouver, British Columbia are open for business. Cancellation Notice has the meaning as set forth in Section 23(b) of this 2015 Plan. Cash-Out Amount has the meaning as set forth in Section 7(d) of this 2015 Plan. Cash-Out Rights has the meaning set forth in Section 7(d) of this 2015 Plan. Code means the United States Internal Revenue Code of 1986, as amended from time to time. Committee means a committee of the Board designated from time to time by resolution of the Board, which committee shall consist of no fewer than two members of the Board, none of whom shall be an officer or other salaried employee of any Participating Company. Company or MDA means MacDonald, Dettwiler and Associates Ltd., a corporation governed by the laws of Canada or any successor thereof. Consideration Reduction has the meaning as set forth in Section 23(a) of this 2015 Plan. Date of Grant means the day on which an Award is made by the Company under this 2015 Plan. Deductions has the meaning set forth in Section 7(d) of this 2015 Plan. Employee with respect to a Participating Company means an individual who is considered an employee of the Participating Company as defined under the Tax Act or the applicable legislation in the jurisdiction of the Participating Company. Exercise Date means the date on which the Company has received Notice from the Grantee of the Grantees exercise of any Appreciation Unit. Exercise Notice has the meaning as set forth in Section 23(b) of this 2015 Plan. Fair Market Value of a Share means the closing sale price of the Shares on the Stock Exchange, or, if that measure of price is not available, in a national market system for securities on the date or dates as provided hereunder. In the event that the Shares are not listed on any such market or national securities or stock exchange, a valuation of the fair market value of a Share on such date shall be made by the Board in its sole discretion. Grantee means an Employee who receives an Award or holds an Appreciation Unit under this 2015 Plan. Initial Appreciation Unit means the Appreciation Unit awarded with a Date of Grant of December 8, 2014. Insider means:

Definitions from Contribution Agreement

THIS CONTRIBUTION AGREEMENT (this Agreement), dated as of November 29, 2016, among Allied Completions Holdings, LLC, a Delaware limited liability company (Partner), Baker Hughes Oilfield Operations, Inc., a California corporation (Baker Hughes), BJ Services, LLC, Delaware limited liability company (the Company), and, solely for the purposes of Sections 2.07, 2.12(b), 2.15, 2.17(a), 2.17(b), 4.18, 10.01 and 10.02 and Article 13, Allied Energy JV Contribution, LLC, a Delaware limited liability company (Investor JV).

Definitions. a) As used herein, the following terms have the following meanings: Action means any action, suit, investigation, claim or proceeding, in each case by or before any arbitrator or Governmental Authority. Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such other Person. For purposes of this definition, control when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms controlling and controlled have correlative meanings. For purposes of this Agreement, (i) neither Baker Hughes nor any of its Affiliates nor Partner nor any of its Affiliates shall be deemed to be an Affiliate of the other or of the Company, (ii) no Person (or any of its Affiliates) holding a direct or indirect minority investment in the Company shall be deemed to be an Affiliate of the Company or Partner or any of its Affiliates solely by virtue of such minority investment and (iii) no pooled investment vehicles, funds, managed accounts or other clients (nor any of the portfolio companies in which such entities directly or indirectly hold investments) shall be deemed to be an Affiliate of Partner solely because CSL Capital Management, LLC or any of its Affiliates or Goldman, Sachs & Co. or any of its Affiliates provides investment advice to such clients or otherwise serve such clients in a fiduciary capacity, except in the case of clause (iii), if such Person is engaged in the Partner Contributed Business or involved in the operation of the Partner Contributed Business. Ancillary Agreements means the Transition Services Agreement, the Intellectual Property License Agreement, the Pre-Closing LLC Agreement, the Post-Closing LLC Agreement, the Baker Hughes Employee Services Agreement, the Partner Employee Services Agreement, the Assignment and Assumption Agreement and the Canadian Assignment and Assumption Agreement. Applicable Law means, with respect to any Person, any transnational, domestic or foreign federal, state, provincial or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise. Applicable Transfer Date means (a) with respect to a Baker Hughes Business Employee who receives a Baker Hughes Qualifying Offer, the date on which that Baker Hughes Business Employee becomes employed by the Company and ceases to provide any such employees services to the Company pursuant to the Baker Hughes Employee Services Agreement, and (b) with respect to a Partner Business Employee who receives a Partner Qualifying Offer, the date on which such employee becomes employed by the Company. Baker Hughes Balance Sheet means the balance sheet of the Baker Hughes Contributed Business as of the Baker Hughes Balance Sheet Date. Baker Hughes Balance Sheet Date means September 30, 2016. Baker Hughes Basket means $8,490,000. Baker Hughes Business Employee shall mean any individual employed by Baker Hughes or any of its Affiliates who devotes a majority of his or her working time to performing services on behalf of the Baker Hughes Contributed Business. Baker Hughes Canadian Transferred Assets means assets owned by BHCC that either are (i) of the type described by any of clauses (a) through (o) of Section 2.02, applied mutatis mutandis, or (ii) set forth on Section 1.01(a)(ii) of the Baker Hughes Disclosure Schedule under the heading Baker Hughes Canadian Transferred Assets and, in each case, which are (A) located in Canada and/or (B) used or held in, eligible capital property in respect of, or property described in an inventory of, a business carried on in Canada. Baker Hughes Canadian Transferred Liabilities means all debts, obligations and liabilities of BHCC (or any predecessor of BHCC or any prior owner of all or part of its businesses and assets) of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise and whether arising before, on or after the Closing) to the extent relating to or arising out of (x) the Baker Hughes Canadian Transferred Assets or (y) the conduct of the Baker Hughes Contributed Business to the extent relating to the Baker Hughes Canadian Transferred Assets, including liabilities of the type described in any of clauses (a) through (f) of Section 2.04, but excluding any Excluded Baker Hughes Liabilities. Baker Hughes Cap means $70,750,000. Baker Hughes Contributed Environmental Liabilities means the Baker Hughes Specified Environmental Liabilities and any and all liabilities, obligations or commitments to the extent arising in connection with or in any

Definitions

Definitions. For the purposes of this Plan and related documents, the following definitions apply: Act means the Canada Business Corporations Act, as amended. Affiliate has the meaning specified in the Act. Annual Retainer means the annual retainer paid by the Company to the Directors for being directors of the Company; including the annual retainer paid to the Chair, but not including any annual retainer paid to any Director for acting as chair of any committee of the Board. Board means the Board of Directors of the Company (organization) values">Board of Directors of the Company. Committee means a committee of the Board designated from time to time by resolution of the Board, which committee shall consist of no fewer than two members of the Board. Company or MDA means MacDonald, Dettwiler and Associates Ltd., a corporation governed by the laws of Canada or any successor thereof. Director means a Person who is a member of the Board. DSU means a deferred share unit issued to a Participant under the Plan. DSU Bank means the accumulated entitlement to all DSUs that have been issued to a Participant pursuant to this Plan. Effective Date means October 1, 2003. Eligible Director means

Definitions from Long Term Incentive Plan

Definitions. For the purposes of this 2016 Plan and related documents, the following definitions apply: 2016 Plan means this 2016 Long Term Incentive Plan, as amended from time to time. Act means the Canada Business Corporations Act, as amended. Appreciation Unit means an appreciation unit granted to a Grantee pursuant to Section 6 of this 2016 Plan, comprising the rights granted to a Grantee under this 2016 Plan including the right of certain Grantees to acquire Shares as set forth in Award Agreements entered into as contemplated hereunder subject to terms and conditions of this 2016 Plan. AU Account means the account established on the books of the Company in respect of a Grantee pursuant to Section 7(a) of this 2016 Plan. AU Value with respect to any exercise of a Appreciation Unit means the positive difference between the average of the Fair Market Value of a Share for the five Business Days up to and including the date on which Notice of exercise is received by the Company less the Base Price for the Appreciation Unit being exercised. Award means the grant to a Grantee of a specified number of Appreciation Units subject to the terms of this 2016 Plan. Award Agreement means the 2016 Long Term Incentive Plan Award Agreement or other written agreement between MDA and a Grantee that evidences and sets out the terms and conditions of an Award. Base Price for an Appreciation Unit means the Fair Market Value of a Share on the Date of Grant. Black-Out Period means the period during which a restriction is imposed by the Company on all or any of its directors, officers, insiders or persons in a special relationship whereby they are to refrain from trading in the Companys securities until the restriction has been lifted by the Company. Board means the Board of Directors of the Company (organization) values">Board of Directors of the Company. Business Day means a day on which the Stock Exchange and on which the banks in Vancouver, British Columbia are open for business. Cancellation Notice has the meaning as set forth in Section 23(b) of this 2016 Plan. Cash-Out Amount has the meaning as set forth in Section 7(d) of this 2016 Plan. Cash-Out Rights has the meaning set forth in Section 7(d) of this 2016 Plan. Code means the United States Internal Revenue Code of 1986, as amended from time to time. Committee means a committee of the Board designated from time to time by resolution of the Board, which committee shall consist of no fewer than two members of the Board, none of whom shall be an officer or other salaried employee of any Participating Company. Company or MDA means MacDonald, Dettwiler and Associates Ltd., a corporation governed by the laws of Canada or any successor thereof. Consideration Reduction has the meaning as set forth in Section 23(a) of this 2016 Plan. Date of Grant means the day on which an Award is made by the Company under this 2016 Plan. Deductions has the meaning set forth in Section 7(d) of this 2016 Plan. Disability Termination Date has the meaning set forth in Section 10(e) of this 2016 Plan. Employee with respect to a Participating Company means an individual who is considered an employee of the Participating Company as defined under the Tax Act or the applicable legislation in the jurisdiction of the Participating Company. Exercise Date means the date on which the Company has received Notice from the Grantee of the Grantees exercise of any Appreciation Unit. Exercise Notice has the meaning as set forth in Section 23(b) of this 2016 Plan. Fair Market Value of a Share means the closing sale price of the Shares on the Stock Exchange, or, if that measure of price is not available, in a national market system for securities on the date or dates as provided hereunder. In the event that the Shares are not listed on any such market or national securities or stock exchange, a valuation of the fair market value of a Share on such date shall be made by the Board in its sole discretion. Grantee means an Employee who receives an Award or holds an Appreciation Unit under this 2016 Plan. Initial Appreciation Unit means the Appreciation Unit awarded with a Date of Grant of December 1, 2015. Insider means:

Definitions from Long Term Incentive Plan

Definitions. For the purposes of this 2014 Plan and related documents, the following definitions apply: 2014 Plan means this 2014 Long Term Incentive Plan, as amended from time to time. Act means the Canada Business Corporations Act, as amended. Appreciation Unit means an appreciation unit granted to a Grantee pursuant to Section 6 of this 2014 Plan, comprising the rights granted to a Grantee under this 2014 Plan including the right of certain Grantees to acquire Shares as set forth in Award Agreements entered into as contemplated hereunder subject to terms and conditions of this 2014 Plan. AU Account means the account established on the books of the Company in respect of a Grantee pursuant to Section 7(a) of this 2014 Plan. AU Value with respect to any exercise of a Appreciation Unit means the positive difference between the average of the Fair Market Value of a Share for the five Business Days up to and including the date on which Notice of exercise is received by the Company less the Base Price for the Appreciation Unit being exercised. Award means the grant to a Grantee of a specified number of Appreciation Units subject to the terms of this 2014 Plan. Award Agreement means the 2014 Long Term Incentive Plan Award Agreement or other written agreement between MDA and a Grantee that evidences and sets out the terms and conditions of an Award. Base Price for an Appreciation Unit means the Fair Market Value of a Share on the Date of Grant. Black-Out Period means the period during which a restriction is imposed by the Company on all or any of its directors, officers, insiders or persons in a special relationship whereby they are to refrain from trading in the Companys securities until the restriction has been lifted by the Company. Board means the Board of Directors of the Company (organization) values">Board of Directors of the Company. Business Day means a day on which the Stock Exchange and on which the banks in Vancouver, British Columbia are open for business. Cancellation Notice has the meaning as set forth in Section 23(b) of this 2014 Plan. Cash-Out Amount has the meaning as set forth in Section 7(d) of this 2014 Plan. Cash-Out Rights has the meaning set forth in Section 7(d) of this 2014 Plan. Code means the United States Internal Revenue Code of 1986, as amended from time to time. Committee means a committee of the Board designated from time to time by resolution of the Board, which committee shall consist of no fewer than two members of the Board, none of whom shall be an officer or other salaried employee of any Participating Company. Company or MDA means MacDonald, Dettwiler and Associates Ltd., a corporation governed by the laws of Canada or any successor thereof. Consideration Reduction has the meaning as set forth in Section 23(a) of this 2014 Plan. Date of Grant means the day on which an Award is made by the Company under this 2014 Plan. Deductions has the meaning set forth in Section 7(d) of this 2014 Plan. Employee with respect to a Participating Company means an individual who is considered an employee of the Participating Company as defined under the Tax Act or the applicable legislation in the jurisdiction of the Participating Company. Exercise Date means the date on which the Company has received Notice from the Grantee of the Grantees exercise of any Appreciation Unit. Exercise Notice has the meaning as set forth in Section 23(b) of this 2014 Plan. Fair Market Value of a Share means the closing sale price of the Shares on the Stock Exchange, or, if that measure of price is not available, in a national market system for securities on the date or dates as provided hereunder. In the event that the Shares are not listed on any such market or national securities or stock exchange, a valuation of the fair market value of a Share on such date shall be made by the Board in its sole discretion. Grantee means an Employee who receives an Award or holds an Appreciation Unit under this 2014 Plan. Initial Appreciation Unit means the Appreciation Unit awarded with a Date of Grant of December 2, 2013. Insider means:

Definitions from Recapitalization Agreement

This Recapitalization Agreement (this Agreement), dated as of July , 2017, is entered into by and among PetIQ, Inc., a Delaware corporation (PetIQ Corporation), PetIQ Holdings, LLC, a Delaware limited liability company (PetIQ LLC), the Continuing LLC Owners (as defined herein), the C-Corp LLC Owners (as defined herein) and the C-Corp LLC Owner Parents (as defined herein). The parties hereto are collectively referred to herein as the Parties.

Definitions. As used herein, the following terms shall have the following meanings: Affiliate when used with reference to another Person means any Person directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with, such other Person. In addition, Affiliates of any Person that is an entity shall include all the directors, managers, officers and employees of such entity in their capacities as such. Agreement has the meaning set forth in the preamble hereof. Board has the meaning set forth in the Recitals hereof. C-Corp Contribution has the meaning set forth in Section 3(a)(iii) hereof. C-Corp LLC Owner Parents means Eos Partners, L.P., Eos Capital Partners IV, L.P. and Highland Consumer Fund I-B Limited Partnership. C-Corp LLC Owners means ECP IV TS Investor Co., Eos TS Investor Co. and HCP TS Blocker Corp. Class A Common Stock shall mean Class A Common Stock, par value $0.0001 per share, of PetIQ Corporation. Class B Common Stock shall mean Class B Common Stock, par value $0.0001 per share, of PetIQ Corporation. Class A Units means the Class A Units of PetIQ LLC as defined in the Existing LLC Agreement. Class B Units means the Class B Units of PetIQ LLC as defined in the Existing LLC Agreement. Class C Units means the Class C Units of PetIQ LLC as defined in the Existing LLC Agreement. Class D Units means the Class D Units of PetIQ LLC as defined in the Existing LLC Agreement. Class E Units means the Class E Units of PetIQ LLC as defined in the Existing LLC Agreement. Class F Units means the Class F Units of PetIQ LLC as defined in the Existing LLC Agreement. Class P Units means the Class P Units of PetIQ LLC as defined in the Existing LLC Agreement. Code means the Internal Revenue Code of 1986, as amended. Common Units means the common units of PetIQ LLC following the Reclassification. Continuing LLC Owner Sale Agreement means the Continuing LLC Owner Sale Agreement, dated [ ], 2017, by and between PetIQ Corporation and the Continuing LLC Owners. Continuing LLC Owners means the holders of Common Units other than PetIQ Corporation and the C-Corp LLC Owners. Contribution Agreement means the Contribution Agreement, dated [ ], 2017, by and between PetIQ Corporation and the C-Corp LLC Owner Parents. Exchange Act means the Securities Exchange Act of 1934, as amended. Existing LLC Agreement means the Fifth Amended and Restated Limited Liability Company Agreement of PetIQ LLC, dated as of December 8, 2014. Form 8-A Effective Time means the date and time on which the Form 8-A Registration Statement becomes effective. Form 8-A Registration Statement means the registration statement on Form 8-A filed by PetIQ Corporation under the Exchange Act with the SEC to register the Class A Common Stock. IPO has the meaning set forth in the Recitals hereof. New LLC Agreement means the Sixth Amended and Restated Limited Liability Company Agreement of PetIQ LLC, dated as of the date hereof. Parties has the meaning set forth in the preamble hereof. Person means an individual, a partnership, a joint venture, an association, a corporation, a trust, an estate, a limited liability company, a limited liability partnership, an unincorporated entity of any kind, a governmental entity or any other legal entity. PetIQ Corporation has the meaning set forth in the preamble hereof. PetIQ Corporation Charter has the meaning set forth in Section 3(a)(i) hereof. PetIQ LLC has the meaning set forth in the preamble hereof. Preference Note means a note issued by PetIQ Corporation representing the amount to be paid to a C-Corp LLC Owner Parent or Continuing LLC Owner, as applicable, immediately upon the consummation of the IPO. Pricing means such date and time as the Board or the pricing committee thereof determines the pricing of the IPO. Recapitalization Documents means the agreements and documents identified in Section 3 hereof and all other agreements and documents entered into in connection with the Recapitalization Transactions identified by the board of managers of PetIQ LLC. Recapitalization Transactions has the meaning set forth in Section 3 hereof. Reclassification has the meaning set forth in Section 3(b)(i) hereof. Registration Rights Agreement has the meaning set forth in Section 3(e) hereof. SEC means the Securities and Exchange Commission. Securities Act means the Securities Act of 1933, as amended.

DEFINITIONS from Equity Incentive Plan

DEFINITIONS. Affiliate means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code. Board means the Board of Directors of the Company (organization) values">Board of Directors of the Company. Cause means a determination by the Company that the Participant has committed an act or acts constituting any of the following: (i) dishonesty, fraud, misconduct or negligence in connection with Company duties, (ii) unauthorized disclosure or use of the Companys confidential or proprietary information, (iii) misappropriation of a business opportunity of the Company, (iv) materially aiding a competitor of Company, (v) a felony conviction; or (vi) failure or refusal to attend to the duties or obligations of the Participants position, or to comply with the Companys rules, policies or procedures. Change in Control means (i) the consummation of a merger or consolidation of the Company with or into another entity or any other stock acquisition or corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entitys securities outstanding immediately after such merger, consolidation, stock acquisition or other reorganization is owned by persons who were not stockholders of the Company immediately prior to such merger, consolidation, stock acquisition or other reorganization; or (ii) the sale, transfer or other disposition of all or substantially all of the Companys assets. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Companys incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Companys securities immediately before such transaction. Code means the Internal Revenue Code of 1986, as amended. Committee means a committee of one or more members of the Board appointed by the Board in accordance with subsection 3(c). Common Stock means the common stock of the Company. Company means Redfin Corporation, a Delaware corporation. Consultant means any person, including an advisor, (i) engaged by the Company or an Affiliate to render consulting or advisory services and who is compensated for such services, including members of any advisory board constituted by the Company, or (ii) who is a member of the Board of Directors of an Affiliate (organization) values">Board of Directors of an Affiliate. However, the term Consultant shall not include either Directors who are not compensated by the Company for their services as Directors or Directors who are merely paid a directors fee by the Company for their services as Directors. Continuous Service means that the Participants service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. The Participants Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participants Continuous Service. For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or a Director will not constitute an interruption of Continuous Service. The Board or the chief executive officer of the Company, in that partys sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave. Director means a member of the Board of Directors of the Company. Disability means the permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code. Employee means any person employed by the Company or an Affiliate. Mere service as a Director or payment of a directors fee by the Company or an Affiliate shall not be sufficient to constitute employment by the Company or an Affiliate. Exchange Act means the Securities Exchange Act of 1934, as amended. Fair Market Value means, as of any date, the value of the Common Stock determined as follows: (i) if such Common Stock is then publicly traded on a national securities exchange, its closing price on the date of determination on the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street Journal; (ii) if such Common Stock is publicly traded but is not listed or admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as reported by The Wall Street Journal (or, if not so reported, as otherwise reported by any newspaper or other source as the Board may determine); or (iii) if none of the foregoing is applicable to the valuation in question, the Fair Market Value shall be determined in good faith by the Board. Incentive Sto