GE Uses in Definitions Clause

Definitions from Restated Limited Liability Company Agreement

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement), dated as of July 3, 2017, is entered into by and among Baker Hughes, a GE company, LLC, a Delaware limited liability company (the Company), its Members (as defined herein) and each other Person who at any time after the date hereof becomes a Member in accordance with the terms of this Agreement and the DLLCA (as defined herein).

Definitions. The following definitions shall be applied to the terms used in this Agreement for all purposes, unless otherwise clearly indicated to the contrary. Additional Member has the meaning set forth in Section 11.02. Adjusted Capital Account Balance means with respect to each Member the balance in such Members Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6); and (ii) by adding to such balance such Members share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5) and any amounts such Member is obligated (or deemed to be obligated) to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. Admission Date has the meaning set forth in Section 10.06. Affiliate means, as to any Person, any other Person which, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. As used in this definition, control (including with correlative meanings, controlled by and under common control with) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting securities or by contract or other agreement). Agreement has the meaning set forth in the preamble to this Agreement. Appraisers has the meaning set forth in Section 14.02. Assignee means a Person to whom a Company Interest has been transferred but who has not become a Member pursuant to Article XI. BHI has the meaning set forth in the recitals to this Agreement. Business Day means a day other than Saturday, Sunday or a day on which banks located in New York, New York are authorized or required by applicable Law to close. Capital Account means the capital account maintained for a Member in accordance with Section 5.01. Capital Contribution means, with respect to any Member, the amount of any cash, cash equivalents, promissory obligations or the Fair Market Value of other property that such Member contributes (or is deemed to contribute) to the Company pursuant to Article III hereof. Cash Balances has the meaning set forth in the Exchange Agreement. Certificate means the Companys Certificate of Formation as filed with the Secretary of State of the State of Delaware on the Filing Date. Chancery Court has the meaning set forth in Section 15.05(b). Class A Common Stock means the Class A common stock, $0.0001 par value per share, of Newco. Class B Common Stock means the Class B common stock, $0.0001 par value per share, of Newco. Closing Price has the meaning ascribed to it in Section 3.05(a). Code means the United States Internal Revenue Code of 1986. Common Unit means a Unit representing a fractional part of the Company Interests of the Members and having the rights and obligations specified with respect to the Common Units in this Agreement. Company has the meaning set forth in the preamble to this Agreement. Company Interest means the interest of a Member in Profits, Losses and Distributions. Company Minimum Gain has the meaning set forth in Treasury Regulations Section 1.704-2(b)(2) for the phrase partnership minimum gain. The amount of Company Minimum Gain, as well as any net increase or decrease in Company Minimum Gain, for a Fiscal Period shall be determined in accordance with the rules of Treasury Regulations Section 1.704-2(d). DLLCA means the Delaware Limited Liability Company Act, 6 Del.C. SS 18-101, et seq. Distribution (and, with a correlative meaning, Distribute) means each distribution made by the Company to a Member with respect to such Members Units, whether in cash, property or securities of the Company and whether by liquidating distribution or otherwise; provided, however, that any recapitalization that does not result in the distribution of cash or property to Members or any exchange of securities of the Company, and any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Units shall not be a Distribution. Equity Securities means, with respect to any Person, (a) units or other equity interests in such Person (including other classes or groups thereof having such relative rights, powers and duties as may from time to time be established by such Person), (b) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into any of the foregoing, and (c) warrants, options or other rights to purchase or otherwise acquire from such Person any of the foregoing. Event of Withdrawal means the expulsion, bankruptcy or dissolution of a Member or the occurrence of any other event that terminates the continu

Definitions from Restated Limited Liability Company Agreement

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement), dated as of July 3, 2017, is entered into by and among Baker Hughes, a GE company, LLC, a Delaware limited liability company (the Company), its Members (as defined herein) and each other Person who at any time after the date hereof becomes a Member in accordance with the terms of this Agreement and the DLLCA (as defined herein).

Definitions. The following definitions shall be applied to the terms used in this Agreement for all purposes, unless otherwise clearly indicated to the contrary. Additional Member has the meaning set forth in Section 11.02. Adjusted Capital Account Balance means with respect to each Member the balance in such Members Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6); and (ii) by adding to such balance such Members share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5) and any amounts such Member is obligated (or deemed to be obligated) to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. Admission Date has the meaning set forth in Section 10.06. Affiliate means, as to any Person, any other Person which, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. As used in this definition, control (including with correlative meanings, controlled by and under common control with) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting securities or by contract or other agreement). Agreement has the meaning set forth in the preamble to this Agreement. Appraisers has the meaning set forth in Section 14.02. Assignee means a Person to whom a Company Interest has been transferred but who has not become a Member pursuant to Article XI. BHI has the meaning set forth in the recitals to this Agreement. Business Day means a day other than Saturday, Sunday or a day on which banks located in New York, New York are authorized or required by applicable Law to close. Capital Account means the capital account maintained for a Member in accordance with Section 5.01. Capital Contribution means, with respect to any Member, the amount of any cash, cash equivalents, promissory obligations or the Fair Market Value of other property that such Member contributes (or is deemed to contribute) to the Company pursuant to Article III hereof. Cash Balances has the meaning set forth in the Exchange Agreement. Certificate means the Companys Certificate of Formation as filed with the Secretary of State of the State of Delaware on the Filing Date. Chancery Court has the meaning set forth in Section 15.05(b). Class A Common Stock means the Class A common stock, $0.0001 par value per share, of Newco. Class B Common Stock means the Class B common stock, $0.0001 par value per share, of Newco. Closing Price has the meaning ascribed to it in Section 3.05(a). Code means the United States Internal Revenue Code of 1986. Common Unit means a Unit representing a fractional part of the Company Interests of the Members and having the rights and obligations specified with respect to the Common Units in this Agreement. Company has the meaning set forth in the preamble to this Agreement. Company Interest means the interest of a Member in Profits, Losses and Distributions. Company Minimum Gain has the meaning set forth in Treasury Regulations Section 1.704-2(b)(2) for the phrase partnership minimum gain. The amount of Company Minimum Gain, as well as any net increase or decrease in Company Minimum Gain, for a Fiscal Period shall be determined in accordance with the rules of Treasury Regulations Section 1.704-2(d). DLLCA means the Delaware Limited Liability Company Act, 6 Del.C. SS 18-101, et seq. Distribution (and, with a correlative meaning, Distribute) means each distribution made by the Company to a Member with respect to such Members Units, whether in cash, property or securities of the Company and whether by liquidating distribution or otherwise; provided, however, that any recapitalization that does not result in the distribution of cash or property to Members or any exchange of securities of the Company, and any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Units shall not be a Distribution. Equity Securities means, with respect to any Person, (a) units or other equity interests in such Person (including other classes or groups thereof having such relative rights, powers and duties as may from time to time be established by such Person), (b) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into any of the foregoing, and (c) warrants, options or other rights to purchase or otherwise acquire from such Person any of the foregoing. Event of Withdrawal means the expulsion, bankruptcy or dissolution of a Member or the occurrence of any other event that terminates the continu

Definitions from Tax Matters Agreement

This TAX MATTERS AGREEMENT (this Agreement), dated as of July 3, 2017, is entered into by and among General Electric Company, a New York corporation (GE), Baker Hughes, a GE company, a Delaware corporation (formerly known as Bear Newco, Inc.) (Newco), EHHC NewCo LLC, a Delaware limited liability company and a wholly owned subsidiary of Newco (EHHC), and Baker Hughes, a GE company, LLC, a Delaware limited liability company (Newco LLC).

Definitions. The following definitions shall be applied to the terms used in this Agreement for all purposes, unless otherwise clearly indicated to the contrary. 752 GE Sharing Amount (organization) values">GE Sharing Amount has the meaning set forth in Section 5.04(c)Section 5.04(a) of this Agreement. 752 Year has the meaning set forth in Section 5.04(c)Section 5.04(a) of this Agreement. Agreement has the meaning set forth in the preamble to this Agreement. Allocable Share means the percentage of membership interests of Newco LLC collectively held by the members of the GE Group (organization) values">GE Group, on the one hand, and the members of the Newco Group, on the other hand, at the time of the allocation of the relevant Shared Tax Benefits pursuant to Section 5.01. The Allocable Share of the GE Group as of the date hereof shall be 62.5% and the Allocable Share of the Newco Group as of the date hereof shall be 37.5%. Basis Adjustment means (a) the increase or decrease to, or the Newco Groups share of, the tax basis of the Reference Assets (i) under Sections 734(b), 743(b), 754 and 755 of the Code and, in each case, the comparable sections of U.S. state and local tax law (in situations where, following an Exchange, Newco LLC remains in existence as an entity for U.S. federal income tax purposes) and (ii) under Sections 732 and 1012 of the Code and, in each case, the comparable sections of U.S. state and local tax law (in situations where, as a result of one or more Exchanges, Newco LLC becomes an entity that is disregarded as separate from its owner for U.S. federal income tax purposes), and (b) the amount of any immediate expense or deduction of the Newco Group for U.S. federal, state or local tax purposes based on the cost or value of a Common Unit or the properties of the Newco LLC Group attributable thereto, in each case, as a result of any Exchange and any payments made under Section 5.05. Beneficial Owner means, with respect to any security, a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, with respect to such security and/or (ii) investment power, which includes the power to dispose of, or to direct the disposition of, such security. BHI has the meaning set forth in the recitals of this Agreement. BHI Tax Benefits has the meaning set forth in Section 5.02(b) of this Agreement. Book/Tax Difference Asset means an asset that is (a) held at the relevant time by Newco LLC for U.S. federal income tax purposes (or any partnership in which Newco LLC holds a direct interest or an indirect interest through one or more pass-through entities) at a Gross Asset Value (as defined in the LLC Agreement) that differs from its adjusted tax basis for U.S. federal income tax purposes and (b)(i) a Newco Group Contributed Asset, (ii) a GE Group Contributed Asset (organization) values">GE Group Contributed Asset or (iii) acquired by Newco LLC for U.S. federal income tax purposes (or any partnership in which Newco LLC holds a direct interest or an indirect interest through one or more pass-through entities) after the Closing Date. Business Day means a day other than Saturday, Sunday or a day on which banks located in New York, New York are authorized or required by applicable Law to close. Certifications has the meaning set forth in Section 5.03(c)Section 5.04(a) of this Agreement. Class A Common Stock means the Class A common stock, $0.0001 par value per share, of Newco. Class B Common Stock means the Class B common stock, $0.0001 par value per share, of Newco. Closing Date has the meaning set forth in the Transaction Agreement. Code means the United States Internal Revenue Code of 1986, as amended. Common Units has the meaning set forth in the LLC Agreement. Conflicts Committee has the meaning set forth in the Stockholders Agreement. Credit Event means the occurrence of any of the following events: (a) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any member of the Newco Group or its debts, or of a substantial part of its assets, under any federal, state or non-U.S. bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any member of the Newco Group or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (b) any member of the Newco Group shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or non-U.S. bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in cl

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of July 3, 2017, is entered into between General Electric Company, a New York corporation (GE), and Baker Hughes, a GE company, a Delaware corporation (formerly known as Bear Newco, Inc.) (Newco or the Company). Certain terms used in this Agreement are defined in Section 1.1.

Definitions. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Transaction Agreement. The following terms shall have the meanings set forth in this Section 1.1: Exchange Act means the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations promulgated by the SEC thereunder. Excluded Registration means a registration under the Securities Act of (i) Registrable Securities pursuant to one or more Demand Registrations pursuant to Section 2 hereof, (ii) securities registered on Form S-8 or any similar successor form, and (iii) securities registered to effect the acquisition of, or combination with, another Person. Holder means (i) GE and (ii) any direct or indirect transferee of GE who shall become a party to this Agreement in accordance with Section 2.9 and has agreed in writing to be bound by the terms of this Agreement. Person or person means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof. register, registered and registration refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement. Registrable Securities means the Class A Common Stock, including any shares thereof issuable upon or issued upon exercise, conversion or exchange of other securities of Newco or any of its subsidiaries (including Class B Common Stock and Membership Interests) (and, for the avoidance of doubt, each Holder shall be deemed to hold the Registrable Securities so issuable in respect of such other securities held by such Holder) and any securities issued or issuable directly or indirectly with respect to, in exchange for, upon the conversion of or in replacement of the Class A Common Stock, whether by way of a dividend or distribution or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, exchange or other reorganization, owned by the Holders, whether owned on the date hereof or acquired hereafter; provided, however, that securities that, pursuant to Section 3.1, no longer have registration rights hereunder shall not be considered Registrable Securities. Requesting Holders shall mean any Holder(s) requesting to have its (their) Registrable Securities included in any Demand Registration or Shelf Registration. SEC means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. Securities Act means the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations promulgated by the SEC thereunder.

Definitions from Tax Matters Agreement

This TAX MATTERS AGREEMENT (this Agreement), dated as of July 3, 2017, is entered into by and among General Electric Company, a New York corporation (GE), Baker Hughes, a GE company, a Delaware corporation (formerly known as Bear Newco, Inc.) (Newco), EHHC NewCo LLC, a Delaware limited liability company and a wholly owned subsidiary of Newco (EHHC), and Baker Hughes, a GE company, LLC, a Delaware limited liability company (Newco LLC).

Definitions. The following definitions shall be applied to the terms used in this Agreement for all purposes, unless otherwise clearly indicated to the contrary. 752 GE Sharing Amount (organization) values">GE Sharing Amount has the meaning set forth in Section 5.04(c)Section 5.04(a) of this Agreement. 752 Year has the meaning set forth in Section 5.04(c)Section 5.04(a) of this Agreement. Agreement has the meaning set forth in the preamble to this Agreement. Allocable Share means the percentage of membership interests of Newco LLC collectively held by the members of the GE Group (organization) values">GE Group, on the one hand, and the members of the Newco Group, on the other hand, at the time of the allocation of the relevant Shared Tax Benefits pursuant to Section 5.01. The Allocable Share of the GE Group as of the date hereof shall be 62.5% and the Allocable Share of the Newco Group as of the date hereof shall be 37.5%. Basis Adjustment means (a) the increase or decrease to, or the Newco Groups share of, the tax basis of the Reference Assets (i) under Sections 734(b), 743(b), 754 and 755 of the Code and, in each case, the comparable sections of U.S. state and local tax law (in situations where, following an Exchange, Newco LLC remains in existence as an entity for U.S. federal income tax purposes) and (ii) under Sections 732 and 1012 of the Code and, in each case, the comparable sections of U.S. state and local tax law (in situations where, as a result of one or more Exchanges, Newco LLC becomes an entity that is disregarded as separate from its owner for U.S. federal income tax purposes), and (b) the amount of any immediate expense or deduction of the Newco Group for U.S. federal, state or local tax purposes based on the cost or value of a Common Unit or the properties of the Newco LLC Group attributable thereto, in each case, as a result of any Exchange and any payments made under Section 5.05. Beneficial Owner means, with respect to any security, a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, with respect to such security and/or (ii) investment power, which includes the power to dispose of, or to direct the disposition of, such security. BHI has the meaning set forth in the recitals of this Agreement. BHI Tax Benefits has the meaning set forth in Section 5.02(b) of this Agreement. Book/Tax Difference Asset means an asset that is (a) held at the relevant time by Newco LLC for U.S. federal income tax purposes (or any partnership in which Newco LLC holds a direct interest or an indirect interest through one or more pass-through entities) at a Gross Asset Value (as defined in the LLC Agreement) that differs from its adjusted tax basis for U.S. federal income tax purposes and (b)(i) a Newco Group Contributed Asset, (ii) a GE Group Contributed Asset (organization) values">GE Group Contributed Asset or (iii) acquired by Newco LLC for U.S. federal income tax purposes (or any partnership in which Newco LLC holds a direct interest or an indirect interest through one or more pass-through entities) after the Closing Date. Business Day means a day other than Saturday, Sunday or a day on which banks located in New York, New York are authorized or required by applicable Law to close. Certifications has the meaning set forth in Section 5.03(c)Section 5.04(a) of this Agreement. Class A Common Stock means the Class A common stock, $0.0001 par value per share, of Newco. Class B Common Stock means the Class B common stock, $0.0001 par value per share, of Newco. Closing Date has the meaning set forth in the Transaction Agreement. Code means the United States Internal Revenue Code of 1986, as amended. Common Units has the meaning set forth in the LLC Agreement. Conflicts Committee has the meaning set forth in the Stockholders Agreement. Credit Event means the occurrence of any of the following events: (a) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any member of the Newco Group or its debts, or of a substantial part of its assets, under any federal, state or non-U.S. bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any member of the Newco Group or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (b) any member of the Newco Group shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or non-U.S. bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in cl

DEFINITIONS from Stock Purchase Agreement

This Stock Purchase Agreement (this Agreement), dated as of October 14, 2016, is entered into by and between Pearce Industries, Inc., a Delaware corporation (Seller), and Dril-Quip, Inc., a Delaware corporation (Buyer).

DEFINITIONS. The following terms have the meanings specified or referred to in this Article I: 338 Disputed Amounts has the meaning set forth in Section 2.05(e)(iv). 338 Statement has the meaning set forth in Section 2.05(d). 338 Independent Accountant has the meaning set forth in Section 2.05(e)(iv). 338(g) Make-Whole Payment has the meaning set forth in Section 2.05. 338 Resolution Period has the meaning set forth in Section 2.05(e)(ii). 338 Review Period has the meaning set forth in Section 2.05(e)(i). 338 Statement of Objections has the meaning set forth in Section 2.05(e)(ii). 338 Undisputed Amounts has the meaning set forth in Section 2.05(e)(iv). 5151 Gasmer Property means that certain 3.9495 acres of land, more or less, being all of Unrestricted Reserve A of Texas Iron Works Subdivision, recorded in Volume 673, Page 182 of the Map Records of Harris County, Texas, together with all improvements thereon. Accrued Taxes means accrued Taxes determined in accordance with GAAP; provided, however, that Accrued Taxes shall not include Taxes that Seller will be obligated to pay in connection with filing Consolidated Returns pursuant to Section 6.02(a) and for which the Target Companies will not have liability after the Closing. Acquisition Proposal has the meaning set forth in Section 5.03(a). Action means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity. Affiliate of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. Agreement has the meaning set forth in the preamble. Allocation Schedule has the meaning set forth in Section 6.05(c). Allowed Set-Off Amount has the meaning set forth in Section 5.18(i). Applicable Insurance Recoveries has the meaning set forth in Section 8.04(e). Applicable Recoveries has the meaning set forth in Section 8.04(e). Applicable Tax Recoveries has the meaning set forth in Section 8.04(e). Audited Financial Statements has the meaning set forth in Section 3.06. Balance Sheet has the meaning set forth in Section 3.06. Balance Sheet Date has the meaning set forth in Section 3.06. Basket has the meaning set forth in Section 8.04(b). Benefit Plan has the meaning set forth in Section 3.20(a). Business Day means any day except Saturday, Sunday or any other day on which commercial banks located in Houston, Harris County, Texas are authorized or required by Law to be closed for business. Buyer has the meaning set forth in the preamble. Buyer Designees means Blake T. DeBerry, James A. Gariepy, James C. Webster, Jerry M. Brooks, Thomas E. Owen and Thomas Graham. Buyer Indemnitees has the meaning set forth in Section 8.02. Buyers Accountants means PricewaterhouseCoopers LLP. Cap has the meaning set forth in Section 8.04(b). Cash means the amount of cash and bank deposits of the Target Companies as reflected in bank statements, less escrowed amounts or other restricted cash balances and less the amounts of any unpaid checks, drafts and wire transfers issued on or prior to the date of determination, calculated in accordance with GAAP. CERCLA means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, including as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. SSSS 9601 et seq. CIC Plan means the TIW Corporation Change in Control Retention Bonus Plan in the form attached hereto as Exhibit A adopted by the Company effective on or about October 14, 2016 for the benefit of certain key employees of the Company identified in Section 3.08 of the Disclosure Schedules. CIC Plan Amount means the maximum aggregate amount of all Retention Payments payable by the Company under the CIC Plan assuming, for these purposes, that all of the key employees listed in Exhibit A to the CIC Plan receive the full amount of the Retention Payments shown next to their respective names on Exhibit A to the CIC Plan. Closing has the meaning set forth in Section 2.07. Closing Adjustment has the meaning set forth in Section 2.04(a)(ii). Closing Date has the meaning set forth in Section 2.07. Closing Date Income Tax Receivables means any and all income tax receivables of the Target Companies as of the open of business on the Closing Date, including any Tax refunds issued with respect to any of the Target Companies for a Pre-Closing Tax Period. Closing Payment has the meaning set forth in Section 2.02. Closing Working Capital means: (i) the Current Assets of the Target Companies, less (ii) the Current Liabilities of the Target Companies, in each case determined as of the open of business on the Closing Date. Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i). Code means the Internal Revenue Code of 1986,

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made as of this 30th day of December, 2015, by and between NeoGenomics, Inc., a Nevada corporation (the Company), and GE Medical Systems Information Technologies, Inc., a Wisconsin corporation (the Investor).

Definitions. The following terms shall have the following meanings: Action has the meaning set forth in the Stock Purchase Agreement. Affiliate has the meaning set forth in the Stock Purchase Agreement. Agreement has the meaning set forth in the Preamble. Beneficial Owner, Beneficial Ownership, Beneficially Own or Beneficially Owned shall refer to the concept of beneficial ownership in Rule 13d-3 promulgated under the Exchange Act. Board or Board of Directors means the Board of Directors of the Company. Brokers Transaction has the meaning ascribed to such term under Rule 144(g) under the Securities Act. Business Day means a day, other than Saturday, Sunday or public holidays in the United States of America. Closing has the meaning set forth in the Stock Purchase Agreement. Closing Date has the meaning set forth in the Stock Purchase Agreement. Common Stock means the Common Stock of the Company, par value $0.001 per share. Company has the meaning set forth in the Preamble. Company Indemnitees has the meaning set forth in Section 2.06(b). Company Supported Distribution means a public underwritten offering by the Company of Registrable Securities that is designated by the Holders as a Company Supported Distribution in the applicable Shelf Take-Down Notice or Demand Notice. Conversion Shares has the meaning set forth in the Preamble. Demand Notice has the meaning set forth in Section 2.02(a). Demand Registration has the meaning set forth in Section 2.02(a). Demand Registration Statement has the meaning set forth in Section 2.02(a). Eligible Market means The NASDAQ Global Select Market, The New York Stock Exchange, Inc., THE NYSE MKT LLC, The NASDAQ Capital Market, or The Nasdaq Global Market. Equity Securities of the Company means any capital stock or other equity interests of the Company, any securities convertible into, exercisable for or exchangeable for capital stock or other equity interests of the Company, and any other rights, warrants or options to acquire any of the foregoing securities. Exchange Act means the Securities Exchange Act of 1934, as amended, and any successor federal statute, and the rules and regulations thereunder, all as the same shall be in effect from time to time. Existing Registration Rights Agreements means (i) that Registration Rights Agreement dated March 23, 2005, by the Company for the benefit of Aspen Select Healthcare, LP, John Elliot, Steven Jones, Larry Kuhnert and Michael T. Dent, M.D., (ii) that Registration Rights Agreement dated March 30, 2006, by the Company for the benefit of Aspen Select Healthcare, LP and Steven C. Jones, (iii) that Registration Rights Agreement dated January 10, 2011, by and between the Company and Kevin C. Johnson, (iv) that Registration Rights Agreement dated January 10, 2011, by and between the Company and the Steven and Carisa Jones Defined Benefit Pension Plan & Trust, (v) that Registration Rights Agreement dated January 10, 2011, by and between the Company and the George A Cardoza Living Trust, and (vi) that Registration Rights Agreement dated January 10, 2011, by and between the Company and the Douglas M. VanOort Living Trust.1 FINRA means the Financial Industry Regulatory Authority. GE means General Electric Company, a New York corporation. GE Subsidiary means any Subsidiary of GE. Governmental Authority has the meaning set forth in the Stock Purchase Agreement. Holders means Investor and any other Person to whom Shares and rights, interests or obligations hereunder have been Transferred to as permitted by Section 5.04 below and the Investor Rights Agreement. Holder Indemnitees has the meaning set forth in Section 2.06(a). Indemnified Party has the meaning set forth in Section 2.06(c). Indemnifying Party has the meaning set forth in Section 2.06(c). Investor has the meaning set forth in the Preamble. Law has the meaning set forth in the Stock Purchase Agreement. Legal Counsel shall have the meaning set forth in Section 2.05(d). Losses shall have the meaning set forth in Section 2.06(a). Market Material Adverse Effect means (i) any change in financial markets in the U.S. or in international financial, political or economic conditions, currency exchange rates or exchange controls the effect of which is to make it impractical to market offerings of debt or equity securities or to enforce contracts for the sale of debt or equity securities, whether in the primary market or in respect of dealings in the secondary market; (ii) any suspension or material limitation of trading in securities generally on the NASDAQ or the Eligible Market on which the Companys securities are listed, or any setting of minimum or maximum prices for trading on such exchange; (iii) any banking moratorium declared by any U.S. federal, Delaware or New York authorities; (iv) any major disruption of settlements of securities, payment, or clearance services in the United States; or (v) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, an

Definitions from Standstill Agreement

This Investor Board Rights, Lockup, and Standstill Agreement (this Agreement or Investor Rights Agreement) is made as of this 30th day of December, 2015, by and between NeoGenomics, Inc., a Nevada corporation (the Company), on the one hand, and GE Medical Systems Information Technologies, Inc., a Wisconsin corporation (the Investor), and General Electric Company, a New York corporation (GE) acting for itself and each GE Subsidiary (as defined below), on the other hand.

Definitions. The following terms shall have the following meanings: Action has the meaning set forth in the Stock Purchase Agreement. Affiliate has the meaning set forth in the Stock Purchase Agreement. Agreement has the meaning set forth in the Preamble. Applicable Exchange means the Eligible Market on which the Companys capital stock is listed. Beneficial Owner, Beneficial Ownership, Beneficially Own or Beneficially Owned shall refer to the concept of beneficial ownership in Rule 13d-3 promulgated under the Exchange Act. Board or Board of Directors means the Board of Directors of the Company. Board Qualifications has the meaning set forth in Section 2.03. Business Day means a day, other than Saturday, Sunday or public holidays in the United States of America. Closing has the meaning set forth in the Stock Purchase Agreement. Closing Date has the meaning set forth in the Stock Purchase Agreement. Common Shares has the meaning set forth in the Preamble. Common Stock means the Common Stock of the Company, par value $0.001 per share. Company has the meaning set forth in the first paragraph. Company Breach has the meaning set forth in Section 4.02 Conversion Shares has the meaning set forth in the Preamble. Current Market means The Nasdaq Capital Market. Election Meetings has the meaning set forth in Section 2.01. Eligible Market means The NASDAQ Global Select Market, The New York Stock Exchange, Inc., The NYSE MKT LLC, The NASDAQ Capital Market, or The Nasdaq Global Market. Exchange Act means the Securities Exchange Act of 1934, as amended, and any successor federal statute, and the rules and regulations thereunder, all as the same shall be in effect from time to time. GE has the meaning set forth in the first paragraph. GE Subsidiary (organization) values">GE Subsidiary means any wholly-owned Subsidiary of GE. Governmental Authority has the meaning set forth in the Stock Purchase Agreement. Holders means each of Investor, GE and each GE Subsidiary to the extent any such entity or entities Beneficially Own Shares or Conversion Shares. Holder Breach has the meaning set forth in Section 2.06(b). Initial Investor Designee has the meaning set forth in Section 2.09. Investor has the meaning set forth in the first paragraph. Investor Designee has the meaning set forth in Section 2.01. Investor Designee Termination Event has the meaning set forth in Section 2.06. Law has the meaning set forth in the Stock Purchase Agreement. Liability has the meaning set forth in the Stock Purchase Agreement. Lockup Period means, with respect to the Common Shares and Conversion Shares Beneficially Owned by Holders, the period commencing on the date of this Agreement and ending on the day that is the earlier of (i) two (2) years from the date of this Agreement or (ii) the date which is six (6) months after all of the Preferred Shares have been redeemed by the Company, subject to earlier termination as provided for in this Agreement. NGC has the meaning set forth in Section 2.03. Permitted Acquisition has the meaning set forth in Section 3.01(a). Permitted Disposition has the meaning set forth in Section 3.02(b). Permitted Transfer has the meaning set forth in Section 3.02(c). Permitted Transferee means the recipient of a Permitted Transfer. Person means any individual, sole proprietorship, partnership, limited liability company, corporation, association, joint stock company, trust, joint venture, unincorporated organization, any other business organization or entity, or Governmental Authority. Preferred Shares has the meaning set forth in the Preamble. Preferred Stock means the Series A Preferred Stock of the Company, par value $0.001 per share. Purchase Rights has the meaning set forth in Section 4.03. Registration Rights Agreement means that certain Registration Rights Agreement, of even date herewith, by and between the Company and the Investor. Rule 144 means Rule 144 promulgated under the Securities Act. SEC means the U.S. Securities and Exchange Commission. Securities Act means the Securities Act of 1933, as amended, and any successor federal statute, and the rules and regulations thereunder, all as the same shall be in effect from time to time. Shares has the meaning set forth in the Preamble. Standstill Period means the period commencing on the date hereof and continuing until the 48-month anniversary of the date hereof, subject to earlier termination as provided for in this Agreement. Stock Purchase Agreement has the meaning set forth in the Recitals. Subsidiary has the meaning set forth in the Stock Purchase Agreement. Third Party shall mean any Person other than Investor, GE or a GE Subsidiary. Transfer means (i) sell, assign, give, pledge, encumber, hypothecate, mortgage, exchange or otherwise dispose, (ii) grant to any Person any option, right or warrant to purchase or otherwise receive, or (iii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences or other rights of ownership Voting Stock means the shares of Commo

Definitions from Unit Purchase Agreement

UNIT PURCHASE AGREEMENT, dated as of February 19, 2015 (this Agreement), by and among ARC LOGISTICS PARTNERS LP, a Delaware limited partnership (Arc Logistics or the Partnership), and each of the Purchasers listed in Schedule 2.1 attached hereto (a Purchaser and, collectively, the Purchasers).

Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated: Affiliate means, with respect to a specified 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, 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 the ownership of voting securities, by contract or otherwise. Agreement shall have the meaning specified in the introductory paragraph. Arc Logistics shall have the meaning specified in the introductory paragraph. Arc Logistics Credit Facility means, the Second Amended and Restated Revolving Credit Agreement, dated November 12, 2013, by and among the Partnership, Arc Logistics LLC, Arc Terminals Holdings LLC, as Borrower, the Lenders thereto and SunTrust Bank, as Administrative Agent, as amended by that certain First Amendment to the Second Amended and Restated Revolving Credit Agreement and Amended and Restated Guaranty and Security Agreement, dated as of January 21, 2014. Board of Directors means the board of directors of the General Partner. Business Day means a day other than (a) a Saturday or Sunday or (b) any day on which banks located in New York, New York are authorized or obligated to close. Closing shall have the meaning specified in Section 2.2. Closing Date shall have the meaning specified in Section 2.2. Code means the Internal Revenue Code of 1986, as amended from time to time. Commission means the United States Securities and Exchange Commission. Commitment Amount means, with respect to a particular Purchaser, the amount set forth opposite such Purchasers name under the column titled Commitment Amount set forth on Schedule A hereto. Commitment Fee means a fee to be paid in cash by the Partnership on the termination of this Agreement in accordance with Section 7.11 to each Purchaser equal to 1.0% of each Purchasers respective Commitment Amount. Common Unit Price means $17.00 per unit, as adjusted in accordance with Section 2.1(b). Common Units shall have the meaning specified in the recitals. Delaware LLC Act means the Delaware Limited Liability Company Act. Delaware LP Act means the Delaware Revised Uniform Limited Partnership Act. Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder. Form 8-K Filing shall have the meaning specified in Section 5.2. GAAP means generally accepted accounting principles in the United States of America in effect from time to time. GE means GE Energy Financial Services, Inc. (organization) values">GE Energy Financial Services, Inc. or an affiliate thereof. General Partner means Arc Logistics GP LLC, a Delaware limited liability company and the general partner of Arc Logistics. Governmental Authority means, with respect to a particular Person, the country, state, county, city and political subdivisions in which such Person or such Persons Property is located or that exercises valid jurisdiction over any such Person or such Persons Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authorities that exercise valid jurisdiction over any such Person or such Persons Property. Unless otherwise specified, all references to Governmental Authority herein shall mean a Governmental Authority having jurisdiction over, where applicable, the Partnership and the Partnership Subsidiaries or any of their Property or any of the Purchasers. GP Interest shall have the meaning specified in Section 3.2. Incentive Distribution Rights shall have the meaning specified in the Partnership Agreement. Indemnified Party shall have the meaning specified in Section 6.3. Indemnifying Party shall have the meaning specified in Section 6.3. Interim Investors Agreement means the Interim Agreement, dated as of the date hereof, entered into by and among JBBR Buyer, the Partnership and GE in connection with the transactions contemplated by the JBBR Purchase Agreement. JBBR shall have the meaning specified in the recitals. JBBR Acquisition shall have the meaning specified in the recitals. JBBR Buyer shall have the meaning specified in the recitals. JBBR Purchase Agreement shall have the meaning specified in the recitals. Law means any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation. Lien means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consign

Definitions from Amended and Restated Stockholders Agreement

THIS THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of December 2, 2013 (this "Agreement"), is by and between CIFC Corp., a Delaware corporation (formerly Deerfield Capital Corp.) (the "Company"), and DFR Holdings, LLC, a Delaware limited liability company ("DFR Holdings" or the "Investor," and together with the Company, the "Parties").

Definitions. As used in this Agreement, the following terms shall have the meanings indicated below:"Affiliate" means, with respect to any Person, any other Person, directly or indirectly through one or more intermediaries, controlling, controlled by or under common control with such Person; provided, that for purposes of this Agreement, the Company and its Subsidiaries shall not be deemed to be Affiliates of the Investor and the Investor shall not be deemed to be an Affiliate of the Company and its Subsidiaries. The term "control" (including, with correlative meaning, the terms "controlled by" and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting or other securities, by contract or otherwise."Agreement" has the meaning assigned in the preamble."Beneficial Ownership" by a Person of any securities includes ownership by any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise be interpreted in accordance with the term "beneficial ownership" as defined in Rule 13d-3 adopted by the SEC under the Exchange Act; provided, that for purposes of determining Beneficial Ownership, a Person shall be deemed to be the Beneficial Owner of any securities that may be acquired by such Person pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including the passage of time in excess of sixty (60) days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing). For purposes of this Agreement, (x) a Person shall be deemed to Beneficially Own any securities Beneficially Owned by its Affiliates or any "group" (as contemplated by Exchange Act Rule 13d-5(b)) of which such Person or any such Affiliate is or becomes a member, (y) for the avoidance of doubt, DFR Holdings shall be deemed to Beneficially Own the Conversion Shares (assuming all Conversion Shares then issuable pursuant to the Convertible Notes Beneficially Owned by the DFR Holdings Holders are outstanding), and (z) for the avoidance of doubt, neither the Investor nor any of its Affiliates shall be deemed to Beneficially Own the GE Shares or the GE Warrant (organization) values">GE Warrant Shares, to the extent outstanding. The term "Beneficially Own" shall have a correlative meaning."Board" has the meaning assigned in the recitals.2 NY\6038815.13"Cap Percentage" means, in respect of the Investor, ninety percent (90%). "CIFC Parent" has the meaning assigned in the preamble."Closing" has the meaning assigned in the recitals."CN CDO Issuer" means each of ColumbusNova CLO Ltd. 2006-I, ColumbusNova CLO Ltd. 2006-II, ColumbusNova CLO Ltd. 2007-I and ColumbusNova CLO Ltd. 2007-II."Common Stock" has the meaning assigned in the recitals."Company" has the meaning assigned in the preamble."Company CDO Issuer" means each DCM CDO Issuer and each CN CDO Issuer."Company CDO Issuer Documents" means each final or supplemental offering memorandum, indenture and supplemental indenture, management agreement, trust agreement, collateral administration agreement, insurance agreement, hedge agreement and swap agreement entered into, or used in connection with an offering of securities, by a Company CDO Issuer."Company CDO Management Agreement" means the collateral management agreement between the Company or applicable Subsidiary of the Company and each Company CDO Issuer."Company Client" means any Person whose assets, or the assets of whose clients, are being managed by the Company or any of its Subsidiaries pursuant to an investment advisory or similar agreement. "Company Investor" means any Person or entity that is an investor, lender or wrapper in any investments or investment products (including any collateralized debt obligations, collateralized loan obligations, funds and any separately managed accounts), whether now or hereafter existing, that are managed by the Company or any of its Subsidiaries. "Consents" means all consents, notices, authorizations, novations, Orders, waivers, approvals, licenses, accreditations, certificates, declarations, filings or expiration of waiting periods, non-objection or confirmation by a rating agency that an action or event will not result in the reduction or withdrawal of a rating."Constituent Documents" means, with respect to any Person that is a corporation, its articles or certificate of incorporation (for the avoidance of doubt, including any certificates of