Friday Uses in DEFINITIONS Clause

DEFINITIONS from Purchase and Sale Agreement

This Purchase and Sale Agreement (this Agreement) is made and entered into on May 4, 2017, by and among Atlas Energy Tennessee, LLC, a Pennsylvania limited liability company, Atlas Pipeline Tennessee, LLC, a Pennsylvania limited liability company, Atlas Noble, LLC, a Delaware limited liability company, Viking Resources, LLC, a Pennsylvania limited liability company, Resource Energy, LLC, a Delaware limited liability company, Atlas Resources, LLC, a Pennsylvania limited liability company, REI-NY, LLC, a Delaware limited liability company, Resource Well Services, LLC, a Delaware limited liability company, Atlas Energy Ohio, LLC, an Ohio limited liability company and, solely with respect to Section 7.16, Section 7.17, Article 11, Article 20 and Article 18 (to the extent related to employee or ERISA-related matters), Atlas Energy Group, LLC, a Delaware limited liability company (each a Seller and collectively Sellers) and Diversified Energy LLC, an Alabama limited liability company (Buyer)

DEFINITIONS. When used in this Agreement, the following terms have the following meanings (other defined terms may be found elsewhere in this Agreement): Affiliate means when used with respect to any Person, any other Person that, directly or indirectly, Controls, is Controlled by, or is under common Control with, such Person in question. For purposes of this Agreement, prior to the Reorganization the Existing Partnerships are Affiliates of Sellers. Aggregate Deductible Amount means $3,000,000. Agreement is defined in the preamble. Allocated Value means, with respect to any Property, the value allocated to the applicable Sellers interest (or with respect to the Reorganization Wells, the applicable Sellers indirect interest) in such Property as set forth on Exhibit B. Assignment Premiums is defined in Section 9.3.4. Assumed Liabilities is defined in Section 2.3.1. Atlas Noble is defined in Section 17.7.1. Available Employees is defined in Section 11.1.1. Bankruptcy Case is defined in Section 7.26(ii). Bankruptcy Court is defined in Section 7.26(ii). BIA means the U.S. Bureau of Indian Affairs. BLM means the U.S. Bureau of Land Management. Business Day means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banks in Houston, Texas are generally authorized or obligated, by law or executive order, to close. Buyer is defined in the preamble. Buyer 401(k) Plan is defined in Section 11.2.2. Buyer Group means Buyer, its Affiliates and its and their respective employees, officers, directors, agents, consultants and representatives. Buyer Plan or Buyer Plans is defined in Section 11.2.1. Casualty Loss is defined in Section 10.1. Claim means any and all actual out-of-pocket losses, damages, Liabilities, claims, demands, suits, causes of action, fines, penalties, costs and expenses (including reasonable attorneys fees and costs of litigation, arbitration and settlements), whether known or unknown. Claim Notice is defined in Section 18.6. Closing is defined in Section 14.1. Closing Date is defined in Section 14.1. Closing Purchase Price means the Purchase Price determined in accordance with Article 3 and Section 16.1. Code means Internal Revenue Code of 1986, or any successor statute thereto, as amended. Commercially Reasonable Efforts means, as to a Person, the commercially reasonable efforts of such Person without the obligation to pursue any litigation or other proceedings or to pay or incur any material monetary payments; provided however, that the foregoing shall not require or cause any Party to (i) waive any right it may have under the provisions of this Agreement, (ii) grant any material accommodations or (iii) take or cause to be taken, or to do or cause to be done, anything contemplated by this Agreement to be taken or done or caused to be taken or done by the other Party. Confidentiality Agreement is defined in Section 20.4. Contracts is defined in Section 2.1.8. Control means the ability to direct the management and policies of a Person through ownership of voting shares or other equity rights, pursuant to a written agreement, or otherwise. The terms Controls and Controlled by and other derivatives shall be construed accordingly. Conveyance is defined in Section 14.2.1. Cure Period is defined in Section 4.4.2. Defect Notification Deadline is defined in Section 4.2. Deposit is defined in Section 3.1. Dollars means U.S. dollars. Drilling Partnership Agreement means the partnership agreement or other governing documents of the Drilling Partnerships. Drilling Partnerships means: (i) if prior to the Reorganization, the Existing Partnerships, and (ii) if after the Reorganization, (A) with respect to the Private Partnerships, one or more new limited partnerships which will be formed pursuant to the Reorganization, and (B) with respect to the Public Partnerships, the Existing Partnerships, that, in each case, own the Reorganization Wells and Properties directly related to the Reorganization Wells. Effective Time means 7:00 a.m. Houston time on April 1, 2017. Employment Date is defined in Section 11.1.2. Encumbrance means any lien, mortgage, deed of trust, security interest, pledge, deposit, restriction, burden, encumbrance, rights of a vendor under any title retention or conditional sale agreement or lease or other arrangement substantially equivalent thereto, but does not include any production payment obligation. Environmental Arbitrator is defined in Section 6.6.2. Environmental Condition means an individual, existing condition, occurrence, event or activity on or related to Oil and Gas Properties or of the soil, sub-surface, surface waters, groundwaters, atmosphere, natural resources or other environmental medium related thereto, wherever located, to the extent associated with the ownership or operation of the Oil and Gas Properties, that (in each case) (i) is not in compliance with Environmental Laws in effect on the date of this Agreement and applicable to the Property in question, or (ii) re

Definitions from Tax Receivable Agreement

This TAX RECEIVABLE AGREEMENT (this Agreement), dated as of [ ], 2017, is hereby entered into by and among Ranger Energy Services, Inc., a Delaware corporation (the Corporate Taxpayer), the TRA Holders and the Agent.

Definitions. As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined). Accrued Amount has the meaning set forth in Section 3.1(b) of this Agreement. Actual Tax Liability means, with respect to any Taxable Year, the actual liability for U.S. federal income Taxes of (i) the Corporate Taxpayer, and (ii) without duplication, Ranger LLC, but only with respect to Taxes imposed on Ranger LLC and allocable to the Corporate Taxpayer. Affiliate means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person. Agent means [ ] or such other Person designated as such pursuant to Section 7.6(c). Agreed Rate means a per annum rate of LIBOR plus 150 basis points. Agreement has the meaning set forth in the preamble to this Agreement. Amended Schedule has the meaning set forth in Section 2.3(b) of this Agreement. Assumed State and Local Tax Rate means, with respect to any Taxable Year, (a) the sum of the products of (i) the Corporate Taxpayers income and franchise tax apportionment rate(s) for each state and local jurisdiction in which Ranger LLC or the Corporate Taxpayer files an income or franchise tax return for the relevant Taxable Year and (ii) the highest corporate income and franchise tax rate(s) for each state and local jurisdiction in which Ranger LLC or the Corporate Taxpayer files an income or franchise tax return for each relevant Taxable Year, reduced by (b) the product of (i) the Corporate Taxpayers marginal U.S. federal income tax rate for the relevant Taxable Year and (ii) the rate calculated under clause (a). Attributable has the meaning set forth in Section 3.1(b) of this Agreement. Basis Adjustment means any adjustment to the Tax basis of a Reference Asset (as calculated under Section 2.1 of this Agreement) as a result of an Exchange and the payments made pursuant to this Agreement with respect to such Exchange, including, but not limited to: (i) under Sections 734(b) and 743(b) of the Code (in situations where, following an Exchange, Ranger LLC remains classified as a partnership for U.S. federal income tax purposes); and (ii) under Sections 732(b), 734(b) and 1012 of the Code (in situations where, as a result of one or more Exchanges, Ranger LLC becomes an entity that is disregarded as separate from its owner for U.S. federal income tax purposes). Notwithstanding any other provision of this Agreement, the amount of any Basis Adjustment resulting from an Exchange of Units shall be determined without regard to any Pre-Exchange Transfer of such Units, and as if such Pre-Exchange Transfer had not occurred. For the avoidance of doubt, payments made under this Agreement shall not be treated as resulting in a Basis Adjustment to the extent such payments are treated as Imputed Interest. beneficially own and beneficial owner shall be as defined in Rule 13d-3 of the rules promulgated under the Exchange Act. Board means the board of directors of the Corporate Taxpayer. Business Day means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of Texas shall not be regarded as a Business Day. Call Right has the meaning set forth in the Ranger LLC Agreement. Change of Control means the occurrence of any of the following events or series of events after the IPO Date:

DEFINITIONS from Commercial Supply Agreement

This Commercial Supply Agreement (the Agreement) is made and entered into as of the 20th day of March 2007, (hereinafter the Effective Date), by and between Savient Pharmaceuticals, Inc., a public company organized under the laws of the State of Delaware having its principal place of business at One Tower Center, 14th Floor, East Brunswick, New Jersey 08816, USA (Savient), and Bio-Technology General (Israel) Ltd., a private company organized under the laws of the State of Israel having its principal place of business at Beer Tuvia Industrial Zone, POB 571, Kiryat Malachi 83104, Israel (BTG) (hereinafter, each of Savient and BTG a Party and, collectively, the Parties).

DEFINITIONS. 1.01 AE shall mean, with respect to the Product, any adverse event associated with the use of the Product in a patient or clinical investigation, whether or not considered drug related, including the following: an adverse event occurring in the course of the use of the Product in professional practice; an adverse event occurring from drug overdose whether accidental or intentional; an adverse event occurring from drug abuse; an adverse event occurring from drug withdrawal; and any significant and consistent failure of expected pharmacological action. AE shall include, without limitation, any unfavorable and unintended sign (including, without limitation, an abnormal laboratory finding), an exacerbation of a pre-existing condition, intercurrent illness, drug interaction, significant worsening of a disease under investigation or treatment, significant failure of expected pharmacological or biological action, symptom or disease temporally associated with the use of the Product, whether or not considered related to the Product. Notwithstanding anything foregoing to the contrary, with respect to the Territory in which the Product is marketed, AEs shall include any experience required to be reported to a relevant authority in any such country. 1.02 Affiliate shall mean any business entity which directly or indirectly controls, is controlled by, or is under common control with any Party to this Agreement. A business entity shall be deemed to control another business entity if (i) it owns, directly or indirectly, at least fifty percent (50%) of the issued and outstanding voting securities, capital stock, or other comparable equity or ownership interest of such business entity, or (ii) it has the de facto ability to control or direct the management of such business entity. If the laws of the jurisdiction in which such entity operates prohibit ownership by a Party of fifty percent (50%) or more, control shall be deemed to exist at the maximum level of ownership allowed by such jurisdiction; provided, however, that there is a de facto ability to direct or control its management. 1.03 BLA means a regulatory application filed with a governmental agency in a country or a group of countries (e.g. FDA or EU EMEA) for the purpose of lawfully marketing, selling, distributing, importing, exporting, manufacturing, developing or using a therapeutic or prophylactic product for the treatment or prevention of a disease or physical condition; a BLA shall include, without limitation, a Product License Application or Marketing Authorization in the European Union, and a Biologics License Application or a New Drug Application in the United States. 1.04 BTG Assigned Improvements shall mean all developments, discoveries, inventions, improvements, designs, methods, processes, techniques, devices, formulae and trade secrets related to the Product (including, without limitation, its pharmaceutical utility) and/or Processing of the Bulk Product or Product which are (i) made, created, developed or conceived, or reduced to practice, by BTG or an Affiliate of BTG and (ii) dominated by the Savient Patent Rights or necessary or useful in the Processing of the Bulk Product or Product. Notwithstanding the foregoing, BTG Assigned Improvements shall not include any innovations which are of general use in biopharmaceutical manufacturing. 1.05 BTG Licensed Improvements shall mean all developments, discoveries, inventions, improvements, designs, methods, processes, techniques, devices, formulae and trade secrets related to the Product (including, without limitation, its pharmaceutical utility) and/or Processing of the Bulk Product or Product which are (i) made, created, developed or conceived, or reduced to practice, by BTG or an Affiliate of BTG, and (ii) necessary or useful in the Processing of the Bulk Product or (iii) of general use in biopharmaceutical manufacturing. 1.06 BTG Indemnitee shall mean BTG and its Affiliates, and each of their respective directors, officers, employees and agents. 1.07 BTG Know-How shall mean all Know-How developed by BTG or any of its Affiliates during the Term or by BTG prior to July 17, 2005 relating to (i) the Bulk Product or Product (including, without limitation, its pharmaceutical utility) or (ii) the Processing of the Bulk Product or Product , and shall include, without limitation, all data (in any form, raw or analyzed or reported and whether maintained in paper, electronic or other media forms) relating to formulation, analytical methods, pre-clinical and clinical trials, pharmacology, toxicology, regulatory information, and data relating to the manufacture and use of such Bulk Product or Product. 1.08 Bulk Product shall mean the bulk solution of polyethylene glycol (PEG) conjugate of uricase ordered by Savient from BTG pursuant to this Agreement. 1.09 Business Day shall mean any day other than (i) Friday, Saturday or Sunday or (ii) a day on which banking institutions located in New York, New York, United State

Definitions from Indenture

AMENDED AND RESTATED INDENTURE, dated as of April 26, 1988, between THE COCA-COLA COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the Company), having its principal office at One Coca-Cola Plaza N.W., Atlanta, Georgia 30313, and BANKERS TRUST COMPANY, a corporation duly organized and existing under the laws of the State of New York, as Trustee (herein called the Trustee).

Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. All other terms used in this Indenture which are defined in the Trust Indenture Act of 1939 or which are by reference therein defined in the Securities Act of 1933, shall have the meanings (except as herein otherwise expressly provided or unless the context otherwise requires) assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date Of execution of this Indenture. All accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally accepted accounting principles, and the term generally accepted accounting principles means such accounting principles as are generally accepted at the time of any computation. The words herein, hereof and hereunder and other words of similar import refer to this Indenture as a whole, as supplemented and amended from time to time, and not to any particular Article, Section or other subdivision. The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular. Attributable Debt: The term Attributable Debt in respect of a sale and leaseback transaction shall mean, as of any particular time, the present value (discounted at the rate of interest implicit in the terms of the lease involved in such sale and leaseback transaction, as determined in good faith by the Company) of the obligation of the lessee thereunder for rental payments (excluding, however, any amounts required to be paid by such lessee, whether or not designated as rent or additional rent, on account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges or any amounts required to be paid by such lessee thereunder contingent upon the amount of sales, maintenance and repairs, insurance, taxes, assessments, water rates or similar charges) during the remaining term of such lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended). Board of Directors: The term Board of Directors shall mean the Board of Directors of the Company, any duly authorized committee of that Board or any officer of the Company duly authorized by the Board of Directors of the Company to take a specified action or make a specified determination, or the designee of such officer or committee (the authorization of such committee, officer or designee being evidenced by a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors of the Company and in full force and effect on the date of such certification, and delivered to the Trustee). Board Resolution: The term Board Resolution shall mean a copy of a resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. Business Day: The term Business Day shall mean, with respect to any Place of Payment, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law to close except as otherwise provided in the form of Securities for any Series. Commission: The term Commission shall mean the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act of 1939, then the body performing such duties on such date. Company: The term Company shall mean The Coca-Cola Company, a Delaware corporation, and subject to the provisions of Article Eleven, shall also include its successors and assigns. Company Request or Company Order: The terms Company Request or Company Order shall mean a written request or order signed in the name of the Company by its Chairman of the Board, President, or any Vice President, and by its Treasurer or an Assistant Treasurer, or its Secretary or an Assistant Secretary, and delivered to the Trustee. Corporate Trust Office: The term Corporate Trust Office means the office of the Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of execution of this Indenture is located at Four Albany Street, New York, New York 10006. Defaulted Interest: The term Defaulted Interest shall have the meaning specified in Section 3.07. Dollar: The term Dollar and the sign $ mean the coin or currency of the United States of America which as of the time of paym

Definitions from Tax Receivable Agreement

This TAX RECEIVABLE AGREEMENT (this Agreement), dated as of May 17, 2017, is hereby entered into by and among Solaris Oilfield Infrastructure, Inc., a Delaware corporation (the Corporate Taxpayer), the TRA Holders and the Agents.

Definitions. As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined). Accrued Amount has the meaning set forth in Section 3.1(b) of this Agreement. Actual Tax Liability means, with respect to any Taxable Year, the actual liability for U.S. federal income Taxes of (i) the Corporate Taxpayer, and (ii) without duplication, Solaris LLC, but only with respect to Taxes imposed on Solaris LLC and allocable to the Corporate Taxpayer; provided that the actual liability for U.S. federal income Taxes of the Corporate Taxpayer shall be calculated assuming deductions of (and other impacts of) state and local income and franchise Taxes are excluded. Affiliate means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person. Agent means (i) with respect to Yorktown X, any of its assignees that are partners in Yorktown X, and any subsequent assignees that are Affiliates of such partner in Yorktown X, Yorktown Agent, and (ii) with respect to all other TRA Holders, Solaris Sub Manager LLC, a Delaware limited liability company, or such other Person designated as such pursuant to Section 7.6(c). Agreed Rate means a per annum rate of LIBOR plus 150 basis points. Agreement has the meaning set forth in the preamble to this Agreement. Amended Schedule has the meaning set forth in Section 2.3(b) of this Agreement. Assumed State and Local Tax Rate means, with respect to any Taxable Year, (a) the sum of the products of (i) the Corporate Taxpayers income and franchise tax apportionment rate(s) for each state and local jurisdiction in which Solaris LLC or the Corporate Taxpayer files an income or franchise tax return for the relevant Taxable Year and (ii) the highest corporate income and franchise tax rate(s) for each state and local jurisdiction in which Solaris LLC or the Corporate Taxpayer files an income or franchise tax return for each relevant Taxable Year, reduced by (b) the product of (i) the Corporate Taxpayers marginal U.S. federal income tax rate for the relevant Taxable Year and (ii) the rate calculated under clause (a). Attributable has the meaning set forth in Section 3.1(b) of this Agreement. Basis Adjustment means any adjustment to the Tax basis of a Reference Asset (as calculated under Section 2.1 of this Agreement) as a result of an Exchange and the payments made pursuant to this Agreement with respect to such Exchange, including, but not limited to: (i) under Sections 734(b) and 743(b) of the Code (in situations where, following an Exchange, Solaris LLC remains classified as a partnership for U.S. federal income tax purposes); and (ii) under Sections 732(b), 734(b) and 1012 of the Code (in situations where, as a result of one or more Exchanges, Solaris LLC becomes an entity that is disregarded as separate from its owner for U.S. federal income tax purposes). Notwithstanding any other provision of this Agreement, the amount of any Basis Adjustment resulting from an Exchange of Units shall be determined without regard to any Pre-Exchange Transfer of such Units, and as if such Pre-Exchange Transfer had not occurred. For the avoidance of doubt, payments made under this Agreement shall not be treated as resulting in a Basis Adjustment to the extent such payments are treated as Imputed Interest. beneficially own and beneficial owner shall be as defined in Rule 13d-3 of the rules promulgated under the Exchange Act. Board means the board of directors of the Corporate Taxpayer. Business Day means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of Texas shall not be regarded as a Business Day. Call Right has the meaning set forth in the Solaris LLC Agreement. Change of Control means the occurrence of any of the following events or series of related events after the IPO Date:

Definitions from Restated Limited Liability Company Agreement

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FIVE POINT HOLDINGS, LLC, is dated as of May 15, 2017. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in Section 1.1.

Definitions. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement. Additional Member means a Person admitted as a Member of the Company in accordance with Article III as a result of an issuance of Shares to such Person by the Company. Affiliate means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the Person in question. As used herein, the term control means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. Agreement means this Second Amended and Restated Limited Liability Company Agreement of Five Point Holdings, LLC, as it may be amended, supplemented or restated from time to time. Board of Directors has the meaning assigned to such term in Section 5.1. Business Day means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of California shall not be regarded as a Business Day. Certificate means a certificate (a) substantially in the form of Exhibit A or Exhibit B to this Agreement, (b) in global form in accordance with the rules and regulations of the Depositary or (c) in such other form as may be adopted by the Board of Directors, issued by the Company evidencing ownership of one or more Shares. Certificate of Formation means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware as referenced in Section 5.16, as such Certificate of Formation may be amended, supplemented or restated from time to time. Class A Common Share means a Share in the Company designated as a Class A Common Share. Class B Common Share means a Share in the Company designated as a Class B Common Share. Code means the Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of any successor Law. Commission means the United States Securities and Exchange Commission. Common Shares means any Shares that are not Preferred Shares, and for the avoidance of doubt includes Class A Common Shares and Class B Common Shares. Company means Five Point Holdings, LLC, a Delaware limited liability company, and any successors thereto. Company Group means the Company and each Subsidiary of the Company. Conflicts Committee means a committee of the Board of Directors composed entirely of two or more Independent Directors. Delaware Act means the Delaware Limited Liability Company Act, 6 Del. C. Section 18-101, et seq., as amended, supplemented or restated from time to time, and any successor to such statute. Depositary means, with respect to any Shares issued in global form, The Depository Trust Company and its successors and permitted assigns. DGCL means the General Corporation Law of the State of Delaware, 8 Del. C. Section 101, et seq., as amended, supplemented or restated from time to time, and any successor to such statute. Director means a member of the Board of Directors of the Company. Effective Date has the meaning assigned to such term in Section 3.7(b). electronic transmission means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process. Exchange Act means the Securities Exchange Act of 1934, as amended, supplemented or restated from time to time, and any successor to such statute, and the rules and regulations promulgated thereunder. Existing Agreement has the meaning assigned to such term in the Recitals. Governmental Entity means any court, administrative agency, regulatory body, commission or other governmental authority, board, bureau or instrumentality, domestic or foreign and any subdivision thereof. Group Member means a member of the Company Group. Hunters Point means The Shipyard Communities, LLC, a Delaware limited liability company. Hunters Point Unit means a Class A unit of membership interest in Hunters Point. Indemnified Person means (a) any Person who is or was a Director or Officer of the Company, and (b) any Person who is or was serving at the request of the Company as a director, officer, employee or agent of another Person, including any Group Member. Independent Director means a Director who meets the then current independence and other standards required of audit committee members established by the Exchange Act and the rules and regulations of the Commission thereunder and by the New York Stock Exchange or any other National Securities Exchange on which Shares are listed

Definitions from Agreement of Limited Partnership

THIS AGREEMENT OF LIMITED PARTNERSHIP OF ANTERO MIDSTREAM GP LP dated as of May 9, 2017 and effective as of the effectiveness of the Conversion, is entered into by AMGP GP LLC, a Delaware limited liability company, as the General Partner, and Antero Resources Investment LLC, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

Definitions. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement. Affiliate means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term control means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. Agreement means this Agreement of Limited Partnership of Antero Midstream GP LP, as it may be amended, supplemented or restated from time to time. Associate means, when used to indicate a relationship with any Person, (a) any corporation or organization of which such Person is a director, officer, manager, general partner or managing member or is, directly or indirectly, the owner of 20% or more of any class of voting stock or other voting interest; (b) any trust or other estate in which such Person has at least a 20% beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity; and (c) any relative or spouse of such Person, or any relative of such spouse, who has the same principal residence as such Person. Bad Faith means, with respect to any determination, action or omission, of any Person, board or committee, that such Person, board or committee reached such determination, or engaged in or failed to engage in such act or omission, with the belief that such determination, action or omission was adverse to the interest of the Partnership. Board of Directors means the board of directors of the General Partner. Business Day means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of Delaware shall not be regarded as a Business Day. Cause means a court of competent jurisdiction has entered a final, non-appealable judgment finding the General Partner is liable to the Partnership or any Limited Partner for actual fraud or willful misconduct in its capacity as a general partner of the Partnership. Certificate means a certificate in such form (including in global form if permitted by applicable rules and regulations) as may be adopted by the General Partner, issued by the Partnership evidencing ownership of one or more Partnership Interests. Certificate of Limited Partnership means the Certificate of Limited Partnership of the Partnership filed with the Secretary of State of the State of Delaware as referenced in Section 7.3, as such Certificate of Limited Partnership may be amended, supplemented or restated from time to time. Citizenship Eligibility Trigger is defined in Section 4.8(a)(ii). Closing Date means the first date on which Common Shares are sold by the Organizational Limited Partner to the Underwriters pursuant to the provisions of the Underwriting Agreement. Closing Price means, in respect of any class of Limited Partner Interests, as of the date of determination, the last sale price on such day, regular way, or in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal National Securities Exchange on which such Limited Partner Interests are listed or admitted to trading or, if such Limited Partner Interests are not listed or admitted to trading on any National Securities Exchange, the last quoted price on such day or, if not so quoted, the average of the high bid and low asked prices on such day in the over-the-counter market, as reported by the primary reporting system then in use in relation to such Limited Partner Interests of such class, or, if on any such day such Limited Partner Interests of such class are not quoted by any such organization, the average of the closing bid and asked prices on such day as furnished by a professional market maker making a market in such Limited Partner Interests of such class selected by the General Partner, or if on any such day no market maker is making a market in such Limited Partner Interests of such class, the fair value of such Limited Partner Interests on such day as determined by the General Partner. Code means the U.S. Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of any successor law. Combined Interest is defined in Section 11.3(a). Commission means the United States Securities and Exchange Commission. Common Share means a Limited Partner Interest having the rights and obligations specified with respect to Common Shares in this Agreement. Conflicts Commi

DEFINITIONS from Limited Liability Company Agreement

THIS LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of AMGP GP LLC, a Delaware limited liability company (the Company), is made and entered into as of the 9th day of May, 2017, by and among each of the Persons executing this Agreement on the signature pages hereto as a member (together with such other Persons that may hereafter become members as provided herein, referred to collectively as the Members or, individually, as a Member).

DEFINITIONS. As used herein, the following terms shall have the following meanings, unless the context otherwise requires: Act means the Delaware Limited Liability Company Act, 6 Del. C. Section 18-101, et seq., as amended, supplemented or restated from time to time, and any successor to such statute. Affiliate means, (a) with respect to any natural Person, (i) such Persons spouse, lineal descendants (whether by blood or adoption) and heirs (whether by will or intestacy) and (ii) any trust, family partnership or family limited liability company, the sole beneficiaries, partners or members of which are such Person, such Persons spouse or such Persons lineal descendants (whether by blood or adoption) or heirs (whether by will or intestacy), and (b) with respect to any Person that is not a natural Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the Person in question,. As used herein, the term control means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. For the avoidance of doubt, a limited partner of a limited partnership shall not be considered an Affiliate of such limited partnership solely by virtue of its limited partner interests in the limited partnership, absent possession of control as described in the immediately preceding sentence. Notwithstanding the foregoing, for purposes of calculating the Qualifying Interest of Warburg or Yorktown, such Persons Affiliates shall only include other investment funds that directly or indirectly through one or more intermediaries control, are controlled by or are under common control with the Person in question. Agreement means this Limited Liability Company Agreement of AMGP GP LLC, as it may be amended, supplemented or restated from time to time. The Agreement constitutes a limited liability company agreement as such term is defined in the Act. AMGP Common Shares means common shares in the Partnership having the rights and obligations specified in the AMGP Partnership Agreement. AMGP Limited Partners means the Limited Partners of the Partnership as such term is defined in the AMGP Partnership Agreement. AMGP Partnership Agreement means the Agreement of Limited Partnership of the Partnership, dated as of the date hereof, as such agreement may be further amended, modified, supplemented or restated from time to time in accordance with the terms thereof. Antero Midstream means Antero Midstream Partners LP, a Delaware limited partnership. ARI Holders means the members of Antero Resources Investment LLC on the date hereof and their respective successors. Audit Committee has the meaning set forth in Section 6.6(c). Authorized Representative has the meaning set forth in Section 5.3. Bad Faith means, with respect to any determination, action or omission of any Person, board or committee, that such Person, board or committee reached such determination, or engaged in or failed to engage in such act or omission, with the belief that such determination, action or omission was adverse to the interest of the Company. Board means the Board of Directors of the Company. Business Day means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the States of New York or Colorado shall not be regarded as a Business Day. Capital Account means each Members capital account described in Section 3.3. Certificate means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware, as such Certificate of Formation may be amended, supplemented or restated from time to time. Change of Control means, the occurrence in one transaction or a series of related transactions of any of the following: (a) a Disposition of Membership Interests, merger or similar transaction involving the Partnership in which the holders of record and beneficial owners of the Membership Interests immediately prior to such Disposition, merger or similar transaction do not, immediately after such transaction, own Membership Interests representing a majority of the outstanding voting power (based on the right to directly or indirectly (through a parent company or otherwise) elect directors or managers) of the Partnership or the surviving entity, (b) the Disposition, directly or indirectly, of all or substantially all of the assets of the Partnership, or (c) a consolidation, recapitalization, reorganization or any other form of reorganization in which outstanding Membership Interests are exchanged for or converted into cash, securities of another corporation or business organization (including the surviving entity of a merger), or other property in which the holders of record and beneficial holders of Membership Interests immediately prior to such consolidation, recapita

Definitions from Tax Receivable Agreement

This TAX RECEIVABLE AGREEMENT (this Agreement), dated as of April 27, 2017, is hereby entered into by and among Rosehill Resources Inc. (formerly KLR Energy Acquisition Corp.), a Delaware corporation (the Corporate Taxpayer), the TRA Holders and the Agent.

Definitions. As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined). Accrued Amount has the meaning set forth in Section 3.1(b) of this Agreement. Actual Tax Liability means, with respect to any Taxable Year, the actual liability for U.S. federal income Taxes of the Corporate Taxpayer (taking into account, for the avoidance of doubt, any deduction attributable to Imputed Interest for the Taxable Year); provided that the actual liability for U.S. federal income Taxes of the Corporate Taxpayer shall be calculated assuming deductions of (and other impacts of) state income Taxes are excluded. Advisory Firm means PricewaterhouseCoopers LLP, or another accounting or law firm that is nationally recognized as being expert in tax matters, approved by each of the Corporate Taxpayer and the Agent. Advisory Firm Letter means a letter from the Advisory Firm stating that the relevant schedule, notice or other information to be provided by the Corporate Taxpayer to the Agent and all supporting schedules and work papers were prepared in a manner consistent with the terms of this Agreement and, to the extent not expressly provided in this Agreement, on a reasonable basis in light of the facts and law in existence on the date such schedule, notice or other information is delivered to the Agent. The cost of any Advisory Firm Letter to be provided hereunder shall be borne equally by the Corporate Taxpayer, on the one hand, and the TRA Holders, on the other hand; provided, that the Corporate Taxpayer shall not be required to pay more than $50,000 in Advisory Firm Letter costs in the aggregate during each calendar year. Affiliate means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person. Agent means Tema or such other Person designated as such pursuant to Section 7.6(c). Agreed Rate means a per annum rate of LIBOR plus 300 basis points. Agreement has the meaning set forth in the preamble to this Agreement. Amended Schedule has the meaning set forth in Section 2.3(b) of this Agreement. Assumed State and Local Tax Rate means (a) the sum of the products of (i) the Corporate Taxpayers income and franchise tax apportionment rate(s) for each state and local jurisdiction in which Rosehill LLC (or any of its direct or indirect subsidiaries that are treated as a partnership or disregarded entity) or the Corporate Taxpayer files an income or franchise tax return for the relevant Taxable Year and (ii) the highest corporate income and franchise tax rate(s) for each state and local jurisdiction in which Rosehill LLC (or any of its direct or indirect subsidiaries that are treated as pass-through entities) or the Corporate Taxpayer files an income or franchise tax return for each relevant Taxable Year, reduced by (b) the product of (i) the Corporate Taxpayers marginal U.S. federal income tax rate for the relevant Taxable Year and (ii) the rate calculated under clause (a). Attributable has the meaning set forth in Section 3.1(b) of this Agreement. Basis Adjustment means (a) one hundred percent (100%) of any adjustment to the Tax basis of a Reference Asset as a result of any Disguised Sale or Excess Distribution and the payments made pursuant to this Agreement with respect to any Disguised Sale or Excess Distribution (as calculated under Section 2.1 of this Agreement), including, but not limited to, under Sections 734(b) and 1012 of the Code, and (b) one hundred percent (100%) of any adjustment to the Tax basis of a Reference Asset as a result of an Exchange and the payments made pursuant to this Agreement with respect to such Exchange (as calculated under Section 2.1 of this Agreement), including, but not limited to: (i) under Sections 734(b) and 743(b) of the Code (in situations where, following an Exchange, Rosehill LLC remains classified as a partnership for U.S. federal income tax purposes); and (ii) under Sections 732(b), 734(b) and 1012 of the Code (in situations where, as a result of one or more Exchanges, Rosehill LLC becomes an entity that is disregarded as separate from its owner for U.S. federal income tax purposes). For the avoidance of doubt, the amount of any Basis Adjustment resulting from an Exchange of Units shall be determined without regard to any Section 743(b) adjustment attributable to such Units prior to such Exchange; and, further, payments made under this Agreement shall not be treated as resulting in a Basis Adjustment to the extent such payments are treated as Imputed Interest. Basis Adjustment Date means each date on which a Basis Adjustment Event occurs. Basis Adjustment Events means and any and all Exchanges, any Disguised Sale and any Excess Distribution. Basis Adjustment Schedule has the meaning set forth in Section 2.1 of this Agreement. Beneficial

Definitions from Mortgage

AGREEMENT, dated as of February 16, 2017, among the Federal Home Loan Mortgage Corporation ("Freddie Mac") and Holders of Debt Securities (each as hereinafter defined).

Definitions. Whenever used in this Agreement, the following words and phrases shall have the following meanings, unless the context otherwise requires. Additional Debt Securities: Debt Securities issued by Freddie Mac with the same terms (other than Issue Date, interest commencement date and issue price) and conditions as Debt Securities for which settlement has previously occurred so as to form a single series of Debt Securities as specified in the applicable Supplemental Agreement. Agreement: This Global Debt Facility Agreement dated as of February 16, 2017, as it may be amended or supplemented from time to time, and successors thereto pursuant to which Freddie Mac issues the Debt Securities. Amortizing Debt Securities: Debt Securities on which Freddie Mac makes periodic payments of principal during the terms of such Debt Securities as described in the related Supplemental Agreement. Beneficial Owner: The entity or individual that beneficially owns a Debt Security. Bonds: Callable or non-callable, puttable or non-puttable Debt Securities with maturities of more than ten years. Book-Entry Rules: The Department of Housing and Urban Development regulations (24 C.F.R. Part 81, Subpart H) applicable to the Fed Book-Entry Debt Securities, FHFA regulations, 12 C.F.R. Part 1249, and such procedures as to which Freddie Mac and the FRBNY may agree. Business Day: (i) With respect to Fed Book-Entry Debt Securities, any day other than (a) a Saturday, (b) a Sunday, (c) a day on which the FRBNY is closed, (d) as to any Holder of a Fed Book-Entry Debt Security, a day on which the Federal Reserve Bank that maintains the Holder's account is closed, or (e) a day on which Freddie Mac's offices are closed; and (ii) with respect to Registered Debt Securities, any day other than (a) a Saturday, (b) a Sunday, (c) a day on which banking institutions are closed in (i) the City of New York, if the Specified Payment Currency is U.S. dollars or (2) the Principal Financial Center of the country of such Specified Payment Currency, if the Specified Payment Currency is other than U.S. dollars or euro, (d) if the Specified Payment Currency is euro, a day on which the TARGET2 system is not open for settlements, or a day on which payments in euro cannot be settled in the international interbank market as determined by the Global Agent, (e) for any required payment, a day on which banking institutions are closed in the place of payment, or (f) a day on which Freddie Mac's offices are closed. Calculation Agent: Freddie Mac or a bank or broker-dealer designated by Freddie Mac in the applicable Supplemental Agreement as the entity responsible for determining the interest rate on a Variable Rate Debt Security. Calculation Date: In each year, each of those days in the calendar year that are specified in the applicable Supplemental Agreement as being the scheduled Interest Payment Dates regardless, for this purpose, of whether any such date is in fact an Interest Payment Date and, for the avoidance of doubt, a "Calculation Date" may occur prior to the Issue Date or after the last Principal Payment Date. Cap: A maximum interest rate at which interest may accrue on a Variable Rate Debt Security during any Interest Reset Period. Citibank - London: Citibank, N.A., London office, the Global Agent for Registered Debt Securities. Citigroup - Frankfurt: Citigroup Global Markets Deutschland AG, the Registrar for Registered Debt Securities. Clearstream, Luxembourg: Clearstream Banking, societe anonyme, which holds securities for its participants and facilitates the clearance and settlement of securities transactions between its participants through electronic book-entry changes in accounts of its participants. CMS Determination Date: The second New York Banking Day preceding the applicable Reset Date. CMS Rate: The rate determined by the Calculation Agent in accordance with Section 2.07(i)(N). CMT Determination Date: The second New York Banking Day preceding the applicable Reset Date. CMT Rate: The rate determined by the Calculation Agent in accordance with Section 2.07(i)(M). Code: The Internal Revenue Code of 1986, as amended. Common Depositary: The common depositary for Euroclear, Clearstream, Luxembourg and/or any other applicable clearing system, which will hold Other Registered Debt Securities on behalf of Euroclear, Clearstream, Luxembourg and/or any such other applicable clearing system. CUSIP Number: A unique nine-character designation assigned to each Debt Security by the CUSIP Service Bureau and used to identify each issuance of Debt Securities on the records of the Federal Reserve Banks or DTC, as applicable. Day Rate: The arithmetic mean for each day in a Seven-Day Period as determined by the Calculation Agent in accordance with Section 2.07(i)(P)(2). Dealers: Firms that engage in the business of dealing or trading in debt securities as agents, brokers or principals. Debt Securities: Unsecured subordinated or unsubordinated notes, bonds and other debt secur