GP LLC Uses in Definitions Clause

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of , 2017, by and between Oasis Midstream Partners LP, a Delaware limited partnership (the Partnership), and OMS Holdings LLC, a Delaware limited liability company (MLP Holdco).

Definitions. Capitalized terms used herein without definition shall have the meanings given to them in the Amended and Restated Agreement of Limited Partnership of the Partnership dated , 2017, as amended from time to time (the Partnership Agreement). The terms set forth below are used herein as so defined: Affiliate means, with respect to a specified Person, any other Person that directly or indirectly controls, is controlled by, or is under direct or indirect common control with such specified Person. For the purposes of this definition, control means the power to direct or cause the direction of the management and policies of a Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. Agreement has the meaning given to such term in the introductory paragraph. Commission has the meaning given to such term in Section 1.02. Contribution Agreement has the meaning given to such term in the recitals of this Agreement. Effectiveness Period has the meaning given to such term in Section 2.01. Exchange Act has the meaning given to such term in Section 2.08(a). General Partner means OMP GP LLC, as the general partner of the Partnership. Holder means the record holder of any Registrable Securities. Included Registrable Securities has the meaning given to such term in Section 2.03(a). Losses has the meaning given to such term in Section 2.08(a). Managing Underwriter(s) means, with respect to any Underwritten Offering, the book-running lead manager(s) of such Underwritten Offering. MLP Holdco has the meaning given to such term in the introductory paragraph. Notice has the meaning given to such term in Section 2.01. Offering Notice has the meaning given to such term in Section 2.02(a). Partnership has the meaning given to such term in the introductory paragraph. Person means any individual, corporation, partnership, limited liability company, voluntary association, joint venture, trust, limited liability partnership, unincorporated organization, government or any agency, instrumentality or political subdivision thereof, or any other form of entity. Registrable Securities means the (i) Common Units issued (or issuable) to MLP Holdco pursuant to the Contribution Agreement (including pursuant to the Deferred Issuance and Distribution (as defined in the Contribution Agreement)); (ii) Subordinated Units; and (iii) Common Units issuable upon conversion of the Subordinated Units pursuant to the terms of the Partnership Agreement, which Registrable Securities are subject to the rights provided herein until such rights terminate pursuant to the provisions hereof. Registration Expenses means all expenses (other than Selling Expenses) incident to the Partnerships performance under or compliance with this Agreement to effect the registration of Registrable Securities on a Registration Statement pursuant to Section 2.01 and/or in connection with an Underwritten Offering pursuant to Section 2.02(a), and the disposition of such Registrable Securities, including, without limitation, all registration, filing, securities exchange listing and securities exchange fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, fees of the Financial Industry Regulatory Authority, fees of transfer agents and registrars, all word processing, duplicating and printing expenses, any transfer taxes and the fees and disbursements of counsel and independent public accountants for the Partnership, including the expenses of any special audits or cold comfort letters required by or incident to such performance and compliance. Registration Statement has the meaning given to such term in Section 2.01. Securities Act has the meaning given to such term in Section 1.02. Selling Expenses means all underwriting fees, discounts and selling commissions applicable to the sale of Registrable Securities. Selling Holder means a Holder who is selling Registrable Securities pursuant to a Registration Statement. Shelf Registration Statement has the meaning given to such term in Section 2.01. Testing-the-Waters Communication means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act. Trading Market means the principal national securities exchange on which Registrable Securities are listed. Underwritten Offering means an offering (including an offering pursuant to a Registration Statement) in which Registrable Securities are sold to an underwriter on a firm commitment basis for reoffering to the public or an offering that is a bought deal with one or more investment banks. Written Testing-the-Waters Communication means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act.

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 Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is dated as of May 9, 2017, by and among Antero Midstream GP LP, a Delaware limited partnership (the Partnership), and the other parties listed on the signature pages hereto (each, a Party and collectively, the Parties). Capitalized terms used herein without definition have the meanings set forth in Section 1.

Definitions. Capitalized terms used herein without definition shall have the meanings given to them in the Agreement of Limited Partnership of the Partnership, dated as of May 9, 2017, as amended from time to time (the Partnership Agreement). Unless otherwise defined herein, as used in this Agreement, the following terms have the following meanings: Adverse Effect has the meaning set forth in Section 3(b). Affiliate of a Person means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such Person. For purposes of this definition, control (including terms controlled by and under common control with) means the possession, directly or indirectly (including through one or more intermediaries), of the power to direct or cause the direction of the management or policies of a Person, whether through ownership of voting securities, by agreement or otherwise. Antero means Antero Resources Corporation, a Delaware corporation. Automatic Shelf Registration Statement means a registration statement filed on Form S-3 (or successor form or other appropriate form under the Securities Act) by a WKSI pursuant to General Instruction I.C. or I.D. (or other successor or appropriate instruction) of such forms, respectively. Business Day means any day other than a Saturday, Sunday or legal holiday on which banks in New York, New York are authorized or obligated by law to close. Commission means the Securities and Exchange Commission. Common Shares means common shares representing limited partner interests in the Partnership. Entity means any corporation, limited liability company, general partnership, limited partnership, venture, trust, business trust, unincorporated association, estate or other entity. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Family Member means, with respect to each Party that is an individual, a spouse, lineal ancestor, lineal descendant, legally adopted child, brother or sister of such Party, or a lineal descendant or legally adopted child of a brother or sister of such Party. General Partner means AMGP GP LLC, the general partner of the Partnership, or any successor general partner of the Partnership. Governmental Authority means any United States, foreign, supra-national, federal, state, provincial, local or self-regulatory governmental, regulatory or administrative authority, agency, division, body, organization or commission or any judicial or arbitral body. Holder means each Sponsor and each other Affiliate of the Partnership, together with any transferee of Registrable Securities pursuant to Section 9 and each of the Persons listed on the signature pages hereto (other than the Partnership), in each case, for so long as such Person owns Registrable Securities. Initiating Holder(s) has the meaning set forth in Section 2(a). Partnership has the meaning given to such term in the preamble of this Agreement. Person means any individual or Entity. Piggyback Registration has the meaning set forth in Section 3(a). Piggyback Violation has the meaning set forth in Section 7(a)(ii). Prospectus has the meaning set forth in Section 5(a). Registering Shareholder means any Holder of Registrable Securities giving the Partnership a notice pursuant to Section 2 or Section 3 hereof requesting that the Registrable Securities owned by it be included in a proposed registration. Registrable Securities means all Common Shares owned by a Holder, other than Common Shares (a) sold by a Holder in a transaction in which the Holders rights under this Agreement are not assigned, (b) sold pursuant to an effective registration statement under the Securities Act, (c) sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act (including transactions under Rule 144, or a successor thereto, promulgated under the Securities Act) so that all transfer restrictions and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale or (d) that can be sold by the Holder in question without volume limitations within ninety (90) days in the manner described in clause (c) above. The Registrable Securities are subject to the rights provided herein until such rights terminate pursuant to the provisions thereof. Registration Expenses means, except for Selling Expenses (as hereinafter defined), all expenses incurred by the Partnership in effecting any registration pursuant to this Agreement, including all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Partnership, blue sky fees and expenses, the expense of any special audits incident to or required by any such registration and the reasonable fees and disbursements of one special legal counsel to represent all of the Holders together. Registration Statement has the meaning set forth in Section 5(a).

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is dated as of , 2017, by and among Antero Midstream GP LP, a Delaware limited partnership (the Partnership), and the other parties listed on the signature pages hereto (each, a Party and collectively, the Parties). Capitalized terms used herein without definition have the meanings set forth in Section 1.

Definitions. Capitalized terms used herein without definition shall have the meanings given to them in the Agreement of Limited Partnership of the Partnership, dated as of [*], 2017, as amended from time to time (the Partnership Agreement). Unless otherwise defined herein, as used in this Agreement, the following terms have the following meanings: Adverse Effect has the meaning set forth in Section 3(b). Affiliate of a Person means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such Person. For purposes of this definition, control (including terms controlled by and under common control with) means the possession, directly or indirectly (including through one or more intermediaries), of the power to direct or cause the direction of the management or policies of a Person, whether through ownership of voting securities, by agreement or otherwise. Antero means Antero Resources Corporation, a Delaware corporation. Automatic Shelf Registration Statement means a registration statement filed on Form S-3 (or successor form or other appropriate form under the Securities Act) by a WKSI pursuant to General Instruction I.C. or I.D. (or other successor or appropriate instruction) of such forms, respectively. Business Day means any day other than a Saturday, Sunday or legal holiday on which banks in New York, New York are authorized or obligated by law to close. Commission means the Securities and Exchange Commission. Common Shares means common shares representing limited partner interests in the Partnership. Entity means any corporation, limited liability company, general partnership, limited partnership, venture, trust, business trust, unincorporated association, estate or other entity. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Family Member means, with respect to each Party that is an individual, a spouse, lineal ancestor, lineal descendant, legally adopted child, brother or sister of such Party, or a lineal descendant or legally adopted child of a brother or sister of such Party. General Partner means AMGP GP LLC, the general partner of the Partnership, or any successor general partner of the Partnership. Governmental Authority means any United States, foreign, supra-national, federal, state, provincial, local or self-regulatory governmental, regulatory or administrative authority, agency, division, body, organization or commission or any judicial or arbitral body. Holder means each Sponsor and each other Affiliate of the Partnership, together with any transferee of Registrable Securities pursuant to Section 9 and each of the Persons listed on the signature pages hereto (other than the Partnership), in each case, for so long as such Person owns Registrable Securities. Initiating Holder(s) has the meaning set forth in Section 2(a). Partnership has the meaning given to such term in the preamble of this Agreement. Person means any individual or Entity. Piggyback Registration has the meaning set forth in Section 3(a). Piggyback Violation has the meaning set forth in Section 7(a)(ii). Prospectus has the meaning set forth in Section 5(a). Registering Shareholder means any Holder of Registrable Securities giving the Partnership a notice pursuant to Section 2 or Section 3 hereof requesting that the Registrable Securities owned by it be included in a proposed registration. Registrable Securities means all Common Shares owned by a Holder, other than Common Shares (a) sold by a Holder in a transaction in which the Holders rights under this Agreement are not assigned, (b) sold pursuant to an effective registration statement under the Securities Act, (c) sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act (including transactions under Rule 144, or a successor thereto, promulgated under the Securities Act) so that all transfer restrictions and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale or (d) that can be sold by the Holder in question without volume limitations within ninety (90) days in the manner described in clause (c) above. The Registrable Securities are subject to the rights provided herein until such rights terminate pursuant to the provisions thereof. Registration Expenses means, except for Selling Expenses (as hereinafter defined), all expenses incurred by the Partnership in effecting any registration pursuant to this Agreement, including all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Partnership, blue sky fees and expenses, the expense of any special audits incident to or required by any such registration and the reasonable fees and disbursements of one special legal counsel to represent all of the Holders together. Registration Statement has the meaning set forth in Section 5(a). Re

Definitions from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT (this Agreement), is entered into on January 12, 2017 (the Effective Date), by and among Sanchez Energy Corporation, a Delaware corporation (SN); SN UR Holdings, LLC, a Delaware limited liability company (SN GP Member) SN EF UnSub Holdings, LLC, a Delaware limited liability company (Common Unit Purchaser); SN EF UnSub, LP, a Delaware limited partnership (the Partnership); SN EF UnSub GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner); GSO ST Holdings Associates LLC, a Delaware limited liability company (GSO Associates); and GSO ST Holdings LP, a Delaware limited partnership (Preferred Unit Purchaser and, together with Common Unit Purchaser, collectively, the Purchasers). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in accordance with Article I.

Definitions. As used in this Agreement, the following terms have the meanings indicated: Acquired Properties means the properties, assets and rights to be acquired, directly or indirectly, by the Partnership from Anadarko at the Closing (as such term is defined in the APC/KM PSA) pursuant to the UnSub Assignment (as such term is defined in the APC/KM PSA) in the form attached as Exhibit C-2 to the APC/KM PSA. Affiliate of any Person means any other Person, directly or indirectly, Controlling, Controlled by or under common Control with such particular Person. For purposes of this Agreement, (i) The Blackstone Group, L.P. and all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed, or Controlled by The Blackstone Group, L.P. or its Affiliates that are not part of the credit-related businesses of The Blackstone Group L.P. shall not be considered or otherwise deemed to be an Affiliate of GSO or its Affiliates that are part of the credit-related businesses of The Blackstone Group L.P., but any fund or account managed, advised or sub-advised by or Controlled by GSO or its Affiliates within the credit-related businesses of The Blackstone Group L.P. shall constitute an Affiliate of GSO, and (ii) none of GSO or its Affiliates or any fund or account managed, advised or sub-advised by or Controlled by GSO or its Affiliates shall constitute an Affiliate of the Partnership or the General Partner. Agreement has the meaning set forth in the introductory paragraph of this Agreement. Anadarko means Anadarko Onshore and Kerr-McGee Oil and Gas Onshore LP, a Delaware limited partnership. Anadarko Closing means the issuance and sale of the Common Units and the Preferred Units to the Common Unit Purchaser and the Preferred Unit Purchaser, respectively, in consideration for the Common Unit Funding Amount and the Preferred Unit Anadarko Funding Amount, respectively, in accordance with Section 2.01(a). Anadarko Closing Date means the date that is the Closing Date, as such term is defined in the APC/KM PSA. Anadarko Onshore means Anadarko E&P Onshore LLC, a Delaware limited liability company. APC/KM PSA means that certain Purchase and Sale Agreement among Anadarko E&P Onshore LLC, Kerr-McGee Oil and Gas Onshore LP, SN Maverick, the Partnership and Blackstone Newco, dated January 12, 2017, an executed copy of which is attached as Exhibit F hereto. Basic Documents means, collectively, this Agreement, the Partnership Agreement, the GP LLC Agreement, the APC/KM PSA, the [redacted] PSA if such document is executed, the Management Services Agreement, the Joint Development Agreement, the Hydrocarbons Marketing Agreement, the Warrant Agreement, the Registration Rights Agreement, the Equity Commitment Letters, the SN Letter Agreement, the definitive documents relating to the Credit Facility and the Senior Debt, if any, the Voting Agreement, the Non-Solicitation Agreement and the Drilling Commitment Agreement. Blackstone means The Blackstone Group, L.P. and all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed, or Controlled by The Blackstone Group, L.P. or its Affiliates that are not part of the credit-related businesses of The Blackstone Group L.P. Blackstone Newco means Aguila Production, LLC, a Delaware limited liability company. Business Day means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Houston, Texas. Buyer Party and Buyer Parties have the meaning set forth in the APC/KM PSA. Citi means Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America Inc. and/or any of their Affiliates. Class A Common Interests has the meaning assigned to such term in Section 2.01(b). Class B Common Interests has the meaning assigned to such term in Section 2.01(b). Closing Notice means a written notice prepared and delivered by SN to the Preferred Unit Purchaser not less than thirteen (13) Business Days prior to the Anadarko Closing Date, which notice shall specify (i) if there will be Separate Closings, the Preferred Unit Anadarko Funding Amount in the Anadarko Closing that occurs in a Separate Closing (which amount shall be $500.0 million) and shall include wiring instructions for receipt of such Preferred Unit Anadarko Funding Amount and (ii) if there will be a Dual Closing, the Preferred Unit Anadarko Funding Amount in such Dual Closing and the Preferred Unit [redacted] Funding Amount in such Dual Closing (which combined amount shall be determined by SN, but shall not exceed $800.0 million and shall not be less than $700.0 million) and shall include wiring instructions for receipt of the Preferred Unit Anadarko Funding Amount and the Preferred Unit [redacted] Funding Amount, and in all cases, the Closing Notice shall be subject to deemed adjustment with respect to any Initial Debt Replacement Units in accordance with Secti

Definitions from Assignment and Assumption Agreement

THIS CONTRIBUTION, CONVEYANCE, ASSIGNMENT AND ASSUMPTION AGREEMENT (this Agreement), dated as of December 20, 2016 (the Execution Date), is entered into by and among Kimbell Royalty Partners, LP, a Delaware limited partnership (the MLP), Kimbell Royalty GP, LLC, a Delaware limited liability company and the general partner of the MLP (the GP), Kimbell Intermediate GP, LLC, a Delaware limited liability company (Intermediate GP), Kimbell Intermediate Holdings, LLC, a Delaware limited liability company (Intermediate Holdings), Kimbell Royalty Holdings, LLC, a Delaware limited liability company (Holdings), and the Persons (as defined herein) set forth on Exhibit A hereto (each such other Person set forth on Exhibit A, a Contributing Party and collectively, the Contributing Parties). Each of the Contributors Representatives (as defined herein) hereby joins in the execution of this Agreement solely for the purposes of Section 11.9. Each of the Sponsors (as defined herein) hereby joins in the

Definitions. In this Agreement, unless the context otherwise requires, the following terms shall have the following respective meanings: 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. For the avoidance of doubt, (a) from and after the Closing, the Contributed Entities shall not be deemed to be Affiliates of the Contributing Parties (or their respective Affiliates) and (b) prior to the Closing, the Contributed Entities shall not be deemed to be Affiliates of the MLP, the GP, Intermediate GP, Intermediate Holdings or Holdings (or their respective Affiliates). Aggregate Consideration means, with respect to a particular Contributing Party, the total consideration paid by or on behalf of the MLP to such Contributing Party pursuant to Article II. In determining the Aggregate Consideration, the value of the Common Units granted to a Contributing Party shall be based on the price to the public as set forth on the front cover of the Final Prospectus and, for the avoidance of doubt, shall not include reductions for any underwriting discount or structuring fee or any other fees and expenses incurred by the MLP or the other parties to this Agreement in connection therewith. Agreement has the meaning set forth in the Preamble. Asset Contribution means the contribution by each Asset Contributor of its right, title and interest in and to the Contributed Assets set forth opposite such Asset Contributors name on Exhibit C pursuant to this Agreement. Asset Contributor has the meaning set forth in the Recitals. Asset Contributor Closing Deliverables has the meaning set forth in Section 2.8(d). Asset Contributor FIRPTA Certificates has the meaning set forth in Section 2.8(c). Asset Oil and Gas Documents has the meaning set forth in Section 4.10. Assignments has the meaning set forth in Section 2.8(d)(i). Assumed Liabilities means the obligations and liabilities of each Asset Contributor with respect to the Contributed Assets, in each case other than the Retained Liabilities with respect to the Contributed Assets. Bakken Assets has the meaning set forth in Section 6.12(a)(i). Board of Directors means the board of directors of the GP. Business means the business of acquiring, managing, leasing, selling and otherwise dealing with producing and non-producing mineral and royalty interests in oil and natural gas properties. 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 Texas shall not be regarded as a Business Day. Closing has the meaning set forth in Section 2.8. Closing Date means the date on which the MLP closes the Initial Public Offering. Code means the Internal Revenue Code of 1986, as amended. Common Units means common units representing limited partner interests in the MLP. Confidential Information means any information that is held by a disclosing Party as of the Execution Date or as thereafter acquired, developed or used by such disclosing Party relating to it and its Affiliates past, present and future business affairs including, finances, customer information, supplier information, products, services, organizational structure and internal practices, forecasts and other financial results, records and budgets, whether oral or in written form, but shall exclude any information that (a) at the time of disclosure or thereafter is generally available to and known by the public (other than from disclosure in violation of this Agreement) or (b) was known by the receiving Party before being disclosed by or on behalf of the disclosing Party under this Agreement. Contributed Assets has the meaning set forth in the Recitals. Contributed Entities means all of the entities specified as such and listed on Exhibit B hereto. Contributed Equity has the meaning set forth in the Recitals. Contributing Parties has the meaning set forth in the Preamble. Contributing Parties Group means the Contributing Parties, their respective Subsidiaries and controlled Affiliates and their respective directors, managers, officers, employees, agents, representatives, and permitted successors and assigns. Contributors Representative and Contributors Representatives have the meaning set forth in Section 11.9(a). Damages has the meaning set forth in Section 9.2(a). Deferred Issuance and Distribution has the meaning set forth in Section 2.9. Delaware Courts has the meaning set forth in Section 11.3. Delaware LLC Act means the Delaware Limited Liability Company Act. Disclosed Reserve Report means a report prepared by Ryder Scott Company, L.P. or an

Definitions from Common Unit Purchase Agreement

This COMMON UNIT PURCHASE AGREEMENT, dated as of December 30, 2016 (this Agreement), is by and between STONEMOR PARTNERS L.P., a Delaware limited partnership (the Partnership), and STONEMOR GP HOLDINGS LLC, a Delaware limited liability company (the Purchaser).

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 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. Notwithstanding the foregoing, for purposes of this Agreement, the Partnership and the Purchaser shall not be deemed to be Affiliates. Agreement has the meaning set forth in the introductory paragraph. Closing has the meaning specified in Section 2.2. Closing Date has the meaning specified in Section 2.2. Commission means the United States Securities and Exchange Commission. Common Unit Price means $8.5731. Common Units has the meaning specified in the recitals. Company Purchase Agreement means the Common Unit Purchase Agreement dated as of the date hereof by and between the Purchaser and American Cemeteries Infrastructure Investors, LLC. 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. General Partner means StoneMor GP LLC, a Delaware limited liability company and the general partner of the Partnership. Governmental Authority means, with respect to a particular Person, any country, state, county, city and political subdivision 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 authority that exercises valid jurisdiction over any such Person or such Persons Property. Unless otherwise specified, all references to Governmental Authority herein with respect to the Partnership mean a Governmental Authority having jurisdiction over the Partnership, its Subsidiaries or any of their respective Properties. Indemnified Party has the meaning specified in Section 6.3. Indemnifying Party has the meaning specified in Section 6.3. Knowledge shall mean, with respect to any party, the actual knowledge of the managers, directors or executive officers of such party or such partys managing member, as applicable. 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 any lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. Material Adverse Effect means a material adverse effect on (i) the financial condition, business, assets or results of operations of the Partnership Entities and their Subsidiaries, taken as a whole, and (ii) the ability of the Partnership to perform its obligations under this Agreement in full. Notwithstanding the foregoing, a Material Adverse Effect shall not include any effect resulting or arising from: (a) any change in general economic conditions in the industries or markets in which any of the Partnership Entities and their Subsidiaries operate that do not have a disproportionate effect on the Partnership Entities and their Subsidiaries, taken as a whole; (b) any engagement in hostilities pursuant to a declaration of war, or the occurrence of any military or terrorist attack; (c) changes in GAAP or other accounting principles, except to the extent such change has a disproportionate effect on the Partnership Entities and their Subsidiaries, taken as a whole; or (d) the announcement and pendency of the transactions contemplated hereby. NYSE means The New York Stock Exchange, Inc. Outstanding has the meaning set forth in the Partnership Agreement. Partnership has the meaning set forth in the introductory paragraph. Partnership Agreement means the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated September 9, 2008, including any amendments thereto. Partnership Entities and each a Partnership Entity means the General Partner and the Partnership. Partnership Related Parties has the meaning specified in Section 6.2. Person means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other form of entity. Per Un

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT, dated as of November 15, 2016 (this Agreement) is entered into by and among PLAINS ALL AMERICAN PIPELINE, L.P., a Delaware limited partnership (the Partnership), each of the Persons set forth on Schedule A (the Initial Investor Holders), each of the Persons set forth on Schedule B hereto (the Initial Management Holders), and any Persons added to Schedules A or B by the Partnership pursuant to Section 2.10 hereof.

Definitions. As used in this Agreement, the following terms have the meanings indicated: 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 (including, with correlative meanings, controlled by and under common control with) 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 has the meaning set forth in the introductory paragraph of this Agreement. Average Common Unit Price means, as of a particular date, the average of the closing prices on the NYSE for the Common Units during the ten trading days preceding such date. Business Day means any day other than a Saturday, Sunday, any federal legal holiday or day on which banking institutions in the State of New York or State of Texas are authorized or required by law or other governmental action to close. Class B Unit has the meaning set forth in the Plains AAP LP Agreement. Closing Date has the meaning set forth in the Recitals of this Agreement. Commission means the United States Securities and Exchange Commission. Common Units means the common units representing limited partner interests in the Partnership and having the rights and obligations specified in the Partnership Agreement. Contingent Registrable Security means any Common Units issued to AAP after the date hereof pursuant to Section 4.2(c)(i) of the Omnibus Agreement. Effective Date means the date of effectiveness of any Registration Statement. Effectiveness Period has the meaning specified in Section 2.01(a). 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. General Partner has the meaning set forth in the Recitals of this Agreement. GP Entities means, collectively, the General Partner, GP LLC and Plains AAP. GP LLC has the meaning set forth in the Recitals of this Agreement. Holder means the record holder of any Registrable Securities, including the Initial Holders and any Persons added as Holders pursuant to Section 2.10. Holder Underwriter Registration Statement has the meaning specified in Section 2.04(q). Included Registrable Securities has the meaning specified in Section 2.02(a). Initial Holders means the Initial Investor Holders and the Initial Management Holders. Initial Investor Holders has the meaning set forth in the introductory paragraph of this Agreement. Initial Management Holders has the meaning set forth in the introductory paragraph of this Agreement. Losses has the meaning specified in Section 2.08(a). Managing Underwriter means, with respect to any Underwritten Offering, the book running lead manager of such Underwritten Offering. NYSE means the New York Stock Exchange. Omnibus Agreement means the Omnibus Agreement, dated November 15, 2016, by and among the PAA GP Holdings LLC, Plains GP Holdings, L.P., GP LLC, Plains AAP, the General Partner and the Partnership. Other Holder has the meaning specified in Section 2.02(a). Outstanding Registrable Securities means the Common Units issued to (i) Plains AAP and (ii) the General Partner and subsequently transferred to Plains AAP, in each case, on the date hereof pursuant to the Simplification Agreement. Partnership has the meaning set forth in the introductory paragraph of this Agreement. Partnership Agreement means the Sixth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of the date hereof, as the same may be further amended and/or restated from time to time. Person means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization, government or any agency, instrumentality or political subdivision thereof or any other form of entity. Piggyback Notice has the meaning specified in Section 2.02(a). Piggyback Opt-Out Notice has the meaning specified in Section 2.02(a). Piggyback Registration has the meaning specified in Section 2.02(a). Plains AAP has the meaning set forth in the Recitals of this Agreement. Plains AAP LP Agreement means the Eighth Amended and Restated Agreement of Limited Partnership of Plains AAP, dated as of the date hereof, as the same may be further amended and/or restated from time to time. Quarter has the meaning specified in the Partnership Agreement. Registration means any registration pursuant to this Agreement, including pursuant to a Registration Statement or a Piggyback Registration. Registrable Securities means each of (i) Contingent Registrable Securities and (ii) Outstanding Registrable Securities, all of which are subject to the rights provided herein until such time as such securities cease to be Registrable Securities pursuant to Sectio

Definitions from Indenture

THIS INDENTURE dated as of is among Global Partners LP, a Delaware limited partnership (the Partnership), GLP Finance Corp. (Finance Corp., and together with the Partnership, the Issuers), any Subsidiary Guarantors (as defined herein) party hereto and , a , as trustee (the Trustee).

Definitions. Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. The Trustee may request and may conclusively rely upon an Officers Certificate to determine whether any Person is an Affiliate of any specified Person. Agent means any Registrar or paying agent. Bankruptcy Law means Title 11, U.S. Code or any similar federal or state law for the relief of debtors. Board of Directors means, (i) with respect to Finance Corp., the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board, (ii) with respect to the Partnership, the Board of Directors of the General Partner or any authorized committee of the Board of Directors of the General Partner or any directors and/or officers of the General Partner to whom such Board of Directors or such committee shall have duly delegated its authority to act hereunder. If the Partnership shall change its form of entity to other than a limited partnership, the references to the Board of Directors of the General Partner shall mean the Board of Directors (or other comparable governing body) of the Partnership. Business Day means any day other than a Legal Holiday. capital stock of any Person means and includes any and all shares, rights to purchase, warrants or options (whether or not currently exercisable), participations or other equivalents of or interests in (however designated) the equity (which includes, but is not limited to, common stock, preferred stock and partnership and joint venture interests) of such Person (excluding any debt securities that are convertible into, or exchangeable for, such equity). Custodian means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. Debt of any Person at any date means any obligation created or assumed by such Person for the repayment of borrowed money and any guarantee thereof. Debt Security or Debt Securities has the meaning stated in the first recital of this Indenture and more particularly means any debt security or debt securities, as the case may be, of any series authenticated and delivered under this Indenture. Default means any event, act or condition that is, or after notice or the passage of time or both would be, an Event of Default. Depositary means, unless otherwise specified by the Issuers pursuant to either Section 2.03 or 2.15, with respect to Debt Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, The Depository Trust Company, New York, New York, or any successor thereto registered as a clearing agency under the Exchange Act or other applicable statute or regulations. Dollar or $ means such currency of the United States as at the time of payment is legal tender for the payment of public and private debts. Exchange Act means the Securities Exchange Act of 1934, as amended, and any successor statute. Finance Corp. means the Person named as Finance Corp. in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable terms of this Indenture, and thereafter Finance Corp. shall mean such successor Person. Floating Rate Security means a Debt Security that provides for the payment of interest at a variable rate determined periodically by reference to an interest rate index specified pursuant to Section 2.03. GAAP means generally accepted accounting principles in the United States, as in effect from time to time. General Partner means Global GP LLC, a Delaware limited liability company, and its successors and permitted assigns as managing general partner of the Partnership or as the business entity with the ultimate authority to manage the business and operations of the Partnership. Global Security means with respect to any series of Debt Securities issued hereunder, a Debt Security which is executed by the Issuers and authenticated and delivered by the Trustee to the Depositary or pursuant to the Depositarys instruction, all in accordance with this Indenture and any Indentures supplemental hereto, or resolution of the Board of Directors and set forth in an Officers Certificate, which shall be registered in the name of the Depositary or its nominee and which shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, all the Outstanding Debt Securities of such series or any portion thereof, in either case having the same terms, including, without limitation, the same original issue date, date or dates on which principal is due and

Definitions from Indenture

THIS INDENTURE dated as of is among Global Partners LP, a Delaware limited partnership (the Partnership), GLP Finance Corp. (Finance Corp., and together with the Partnership, the Issuers), any Subsidiary Guarantors (as defined herein) party hereto and , a , as trustee (the Trustee).

Definitions. Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. The Trustee may request and may conclusively rely upon an Officers Certificate to determine whether any Person is an Affiliate of any specified Person. Agent means any Registrar or paying agent. Bankruptcy Law means Title 11, U.S. Code or any similar federal or state law for the relief of debtors. Board of Directors means, (i) with respect to Finance Corp., the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board, (ii) with respect to the Partnership, the Board of Directors of the General Partner or any authorized committee of the Board of Directors of the General Partner or any directors and/or officers of the General Partner to whom such Board of Directors or such committee shall have duly delegated its authority to act hereunder. If the Partnership shall change its form of entity to other than a limited partnership, the references to the Board of Directors of the General Partner shall mean the Board of Directors (or other comparable governing body) of the Partnership. Business Day means any day other than a Legal Holiday. capital stock of any Person means and includes any and all shares, rights to purchase, warrants or options (whether or not currently exercisable), participations or other equivalents of or interests in (however designated) the equity (which includes, but is not limited to, common stock, preferred stock and partnership and joint venture interests) of such Person (excluding any debt securities that are convertible into, or exchangeable for, such equity). Custodian means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. Debt of any Person at any date means any obligation created or assumed by such Person for the repayment of borrowed money and any guarantee thereof. Debt Security or Debt Securities has the meaning stated in the first recital of this Indenture and more particularly means any debt security or debt securities, as the case may be, of any series authenticated and delivered under this Indenture. Default means any event, act or condition that is, or after notice or the passage of time or both would be, an Event of Default. Depositary means, unless otherwise specified by the Issuers pursuant to either Section 2.03 or 2.15, with respect to Debt Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, The Depository Trust Company, New York, New York, or any successor thereto registered as a clearing agency under the Exchange Act or other applicable statute or regulations. Designated Senior Indebtedness means (i) any Senior Indebtedness which, at the date of determination, has an aggregate principal amount outstanding of, or under which, at the date of determination, the holders thereof are committed to lend up to, at least $100 million and (ii) any other Senior Indebtedness designated, as provided in Section 2.03, in respect of any series of Debt Securities. Dollar or $ means such currency of the United States as at the time of payment is legal tender for the payment of public and private debts. Exchange Act means the Securities Exchange Act of 1934, as amended, and any successor statute. Finance Corp. means the Person named as Finance Corp. in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable terms of this Indenture, and thereafter Finance Corp. shall mean such successor Person. Floating Rate Security means a Debt Security that provides for the payment of interest at a variable rate determined periodically by reference to an interest rate index specified pursuant to Section 2.03. GAAP means generally accepted accounting principles in the United States, as in effect from time to time. General Partner means Global GP LLC, a Delaware limited liability company, and its successors and permitted assigns as managing general partner of the Partnership or as the business entity with the ultimate authority to manage the business and operations of the Partnership. Global Security means with respect to any series of Debt Securities issued hereunder, a Debt Security which is executed by the Issuers and authenticated and delivered by the Trustee to the Depositary or pursuant to the Depositarys instruction, all in accordance with this Indenture and any Indentures supplemental hereto, or resolution of the Board of Directors and set forth in an Officers Certificate, whi