Holder of Registrable Securities Uses in Definitions Clause

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of June 27, 2017, is made and entered into by and among TPG Pace Holdings Corp., a Cayman Islands exempted company (the Company), and TPG Pace II Sponsor, LLC, a Cayman Islands limited liability company (the Sponsor) and the undersigned parties listed under Holder on the signature page (each such party, together with the Sponsor, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a Holder and collectively the Holders).

Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below: Adverse Disclosure shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or the Chief Financial Officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public. Agreement shall have the meaning given in the Preamble. Board shall mean the Board of Directors of the Company. Business Combination shall mean any merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses, involving the Company. Commission shall mean the Securities and Exchange Commission. Company shall have the meaning given in the Preamble. Demand Registration shall have the meaning given in subsection 2.1.1. Demanding Holder shall have the meaning given in subsection 2.1.1. Exchange Act shall mean the Securities Exchange Act of 1934, as it may be amended from time to time. Form S-1 shall have the meaning given in subsection 2.1.1. Form S-3 shall have the meaning given in subsection 2.3. Founder Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the Ordinary Shares issuable upon conversion thereof. Founder Shares Lock-up Period shall mean, with respect to the Founder Shares, the period ending on the earlier of (A) one year after the completion of the Companys initial Business Combination, or (B) subsequent to the Companys initial Business Combination, if the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (C) the date following the completion of the Companys initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Companys shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. Holders shall have the meaning given in the Preamble. Insider Letter shall mean that certain letter agreement, dated as of June 27, 2017, by and among the Company, the Sponsor and each of the Companys officers, directors and director nominees. Maximum Number of Securities shall have the meaning given in subsection 2.1.4. Misstatement shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances under which they were made not misleading. Ordinary Shares shall have the meaning given in the Recitals hereto. Permitted Transferees shall mean a person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider Letter and any other applicable agreement between such Holder and the Company and to any transferee thereafter. Piggyback Registration shall have the meaning given in subsection 2.2.1. Private Placement Lock-up Period shall mean, with respect to Private Placement Warrants that are held by the initial purchasers of such Private Placement Warrants or their Permitted Transferees, and any of the Ordinary Shares issued or issuable upon the exercise or conversion of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Companys initial Business Combination. Private Placement Warrants shall have the meaning given in the Recitals hereto. Prospectus shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus. Registrable Security shall mean (a) the Ordinary Shares issued or issuable upon the conversion of any Founder Shares, (b) the Private Placement Warr

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT dated June 29, 2017 (the Agreement) is entered into by and among Weatherford International Ltd., a Bermuda exempted company (the Company), the guarantors signatory hereto (collectively, the Guarantors), and Morgan Stanley & Co. LLC, as initial purchaser (the Initial Purchaser).

Definitions. As used in this Agreement, the following terms shall have the following meanings: Additional Guarantor shall mean any subsidiary of the Company that guarantees the Securities under the Indenture after the date of this Agreement. Business Day shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed. Company shall have the meaning set forth in the preamble and shall also include the Companys successors. Exchange Act shall mean the Securities Exchange Act of 1934, as amended from time to time. Exchange Dates shall have the meaning set forth in Section 2(a)(ii) hereof. Exchange Offer shall mean the exchange offer by the Company and the Guarantors of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof. Exchange Offer Registration shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof. Exchange Offer Registration Statement shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein. Exchange Securities shall mean senior notes issued by the Company and guaranteed by the Guarantors under the Indenture containing terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer. FINRA means the Financial Industry Regulatory Authority, Inc. Free Writing Prospectus means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the sale of the Securities or the Exchange Securities. Guarantors shall have the meaning set forth in the preamble and shall also include any Guarantors successors that guarantee the Securities and any Additional Guarantors. Holders shall mean the Initial Purchaser, for so long as it owns any Registrable Securities, and its successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term Holders shall include Participating Broker-Dealers. Indemnified Person shall have the meaning set forth in Section 5(c) hereof. Indemnifying Person shall have the meaning set forth in Section 5(c) hereof. Indenture shall mean the Indenture dated as of October 1, 2003, by and among the Company, the Guarantors and Deutsche Bank Trust Company Americas, as trustee, as amended and supplemented by (i) the Third Supplemental Indenture dated as of February 26, 2009, (ii) the Seventh Supplemental Indenture, dated as of March 31, 2013, (iii) the Eighth Supplemental Indenture dated as of June 17, 2014 and (iv) the Eleventh Supplemental Indenture dated as of November 18, 2016 and as the same may be amended or supplemented in relation to the Securities from time to time hereafter in accordance with the terms thereof. Initial Purchaser shall have the meaning set forth in the preamble. Inspector shall have the meaning set forth in Section 3(a)(xiv) hereof. Issuer Information shall have the meaning set forth in Section 5(a) hereof. Majority Holders shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities owned directly or indirectly by the Company or any of its affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if the Company shall issue any additional Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been obtained. Notice and Questionnaire shall mean a notice of registration statement and selling security holder questionnaire distributed to a Holder by the Company upon receipt of a Shelf Request from such Holder. Participating Broker-Dealer shall have the meaning set forth in Section 4(a) hereof. Participating Holder shall mean any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the C

Definitions from Form of Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of [], 2017, is made and entered into by and among Federal Street Acquisition Corp., a Delaware corporation (the Company), FS Sponsor LLC, a Delaware limited liability company (the Sponsor), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a Holder and collectively the Holders).

Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below: Adverse Disclosure shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the President or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public. Agreement shall have the meaning given in the Preamble. Board shall mean the Board of Directors of the Company. Business Combination shall mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, involving the Company. Commission shall mean the Securities and Exchange Commission. Common Stock shall have the meaning given in the Recitals hereto. Company shall have the meaning given in the Preamble. Demand Registration shall have the meaning given in subsection 2.1.1. Demanding Holder shall have the meaning given in subsection 2.1.1. Exchange Act shall mean the Securities Exchange Act of 1934, as it may be amended from time to time. Form S-1 shall have the meaning given in subsection 2.1.1. Form S-3 shall have the meaning given in subsection 2.3. Founder Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof. Founder Shares Lock-up Period shall mean, with respect to the Founder Shares, on the earlier of (A) one year after the completion of the Business Combination or (B) subsequent to the Companys Initial Business Combination, (x) if the last sale price of our Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Companys Initial Business Combination, or (y) the date on which we complete a liquidation, merger, stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. Founder Shares Purchase Agreement shall have the meaning given in the Recitals hereto. Holders shall have the meaning given in the Preamble. Insider Letter shall mean that certain letter agreement, dated as of [], 2017, by and among the Company, the Sponsor and each of the Companys officers, directors and director nominees. Maximum Number of Securities shall have the meaning given in subsection 2.1.4. Misstatement shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances under which they were made not misleading. Permitted Transferees shall mean a person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider Letter and any other applicable agreement between such Holder and the Company, and to any transferee thereafter. Piggyback Registration shall have the meaning given in subsection 2.2.1. Private Placement Lock-up Period shall mean, with respect to Private Placement Warrants that are held by the initial purchasers of such Private Placement Warrants or their Permitted Transferees, and any of the Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Companys initial Business Combination. Private Placement Warrants shall have the meaning given in the Recitals hereto. Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto. Prospectus shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus. Prospectus Date shall mean the date of the final prospectus filed wit

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into as of [*], 2017, by and among Ranger Energy Services, Inc., a Delaware corporation (the Company), and each of the other parties listed on the signature pages hereto (the Initial Holders and, together with the Company, the Parties).

Definitions. As used in this Agreement, the following terms have the meanings indicated: Affiliate of any specified Person means any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified Person. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. For the avoidance of doubt, for purposes of this Agreement, the Company and the Initial Holders shall not be considered Affiliates of each other. Agreement has the meaning set forth in the preamble. Automatic Shelf Registration Statement means an automatic shelf registration statement as defined under Rule 405. Blackout Period has the meaning set forth in Section 3(o). Board means the board of directors of the Company. Business Day means any day other than a Saturday, Sunday, any federal holiday or any other day on which banking institutions in the State of Texas or the State of New York are authorized or required to be closed by law or governmental action. Commission means the Securities and Exchange Commission or any other federal agency then administering the Securities Act or Exchange Act. Class A Common Stock means the Class A common stock, par value $0.01 per share, of the Company. Company has the meaning set forth in the preamble. Company Securities means any equity interest of any class or series in the Company. Demand Notice has the meaning set forth in Section 2(a)(i). Demand Registration has the meaning set forth in Section 2(a)(i). Effective Date means the time and date that a Registration Statement is first declared effective by the Commission or otherwise becomes effective. Effectiveness Period has the meaning set forth in Section 2(a)(ii). 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. Holder means (i) each Initial Holder unless and until such Initial Holder ceases to hold any Registrable Securities and (ii) any holder of Registrable Securities to whom registration rights conferred by this Agreement have been transferred in compliance with Section 8(e) hereof; provided that any Person referenced in clause (ii) shall be a Holder only if such Person agrees in writing to be bound by and subject to the terms set forth in this Agreement. Holder Indemnified Persons has the meaning set forth in Section 6(a). Initial Holders has the meaning set forth in the preamble. Initiating Holder means the Holder delivering the Demand Notice or the Underwritten Offering Notice, as applicable. Lock-Up Period has the meaning set forth in the underwriting agreement entered into by the Company in connection with the initial underwritten public offering of shares of Class A Common Stock. Losses has the meaning set forth in Section 6(a). Minimum Amount has the meaning set forth in Section 2(a)(i). Parties has the meaning set forth in the preamble. Person means an individual, corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, estate, trust, government (or an agency or subdivision thereof) or other entity of any kind. Piggyback Registration has the meaning set forth in Section 2(c)(i). Piggyback Registration Notice has the meaning set forth in Section 2(c)(i). Piggyback Registration Request has the meaning set forth in Section 2(c)(i). Proceeding means any action, claim, suit, proceeding or investigation (including a preliminary investigation or partial proceeding, such as a deposition) pending or, to the knowledge of the Company, to be threatened. Prospectus means the prospectus included in a Registration Statement (including a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A, Rule 430B or Rule 430C promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. Ranger LLC means RNGR Energy Services, LLC, a Delaware limited liability company. Ranger LLC Agreement means the Amended and Restated Limited Liability Company Agreement of Ranger LLC, dated as of [*], 2017. Registrable Securities means the Shares; provided, however, that Registrable Securities shall not include: (i) any Shares that have been registered under the Securities Act and disposed of pursuant to an effective Registration S

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT dated June 12, 2017 (this Agreement) is entered into by and among Moodys Corporation, a Delaware corporation (the Company) and J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the Representatives), as representatives of the initial purchasers listed on Schedule 1 (the Initial Purchasers) to the Purchase Agreement dated as of June 1, 2017 among the Company and the Representatives (the Purchase Agreement).

Definitions. As used in this Agreement, the following terms shall have the following meanings: Business Day shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed. Closing Date shall mean the Closing Date as defined in the Purchase Agreement. Company shall have the meaning set forth in the preamble and shall also include the Companys successors. Exchange Act shall mean the Securities Exchange Act of 1934, as amended from time to time. Exchange Dates shall have the meaning set forth in Section 2(a)(ii) hereof. Exchange Offer shall mean the exchange offer by the Company of Exchange Securities of each series for Registrable Securities of each series pursuant to Section 2(a) hereof. Exchange Offer Registration shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof. Exchange Offer Registration Statement shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein. Exchange Securities shall mean senior notes of each series issued by the Company under the Indenture containing terms identical to the applicable series of Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer for such series. FINRA means the Financial Industry Regulatory Authority, Inc. Free Writing Prospectus means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the sale of the Securities or the Exchange Securities. Holders shall mean the Initial Purchasers, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that, for purposes of Section 4 and Section 5 hereof, the term Holders shall include Participating Broker-Dealers. Indemnified Person shall have the meaning set forth in Section 5(c) hereof. Indemnifying Person shall have the meaning set forth in Section 5(c) hereof. Indenture shall mean the Indenture relating to the Securities dated as of August 19, 2010, between the Company and the Trustee, as trustee, as supplemented by the Seventh Supplemental Indenture dated as of June 12, 2017, between the Company and the Trustee and as the same may be amended from time to time in accordance with the terms thereof. Initial Purchasers shall have the meaning set forth in the preamble. Inspector shall have the meaning set forth in Section 3(a)(xiv) hereof. Issuer Information shall have the meaning set forth in Section 5(a) hereof. Majority Holders shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable Securities of each series; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities owned directly or indirectly by the Company or any of its affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if the Company shall issue any additional Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been obtained. Notice and Questionnaire shall mean a notice of registration statement and selling security holder questionnaire distributed to a Holder by the Company upon receipt of a Shelf Request from such Holder. Participating Broker-Dealers shall have the meaning set forth in Section 4(a) hereof. Participating Holder shall mean any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) hereof. Person shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. Prospectus shall mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part of, a Registration Statement, including any preliminary prospectus, and any such prospect

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of [*], 2017, is made and entered into by and among TPG Pace Holdings Corp., a Cayman Islands exempted company (the Company), and TPG Pace II Sponsor, LLC, a Cayman Islands limited liability company (the Sponsor) and the undersigned parties listed under Holder on the signature page (each such party, together with the Sponsor, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a Holder and collectively the Holders).

Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below: Adverse Disclosure shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or the Chief Financial Officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public. Agreement shall have the meaning given in the Preamble. Board shall mean the Board of Directors of the Company. Business Combination shall mean any merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses, involving the Company. Commission shall mean the Securities and Exchange Commission. Company shall have the meaning given in the Preamble. Demand Registration shall have the meaning given in subsection 2.1.1. Demanding Holder shall have the meaning given in subsection 2.1.1. Exchange Act shall mean the Securities Exchange Act of 1934, as it may be amended from time to time. Form S-1 shall have the meaning given in subsection 2.1.1. Form S-3 shall have the meaning given in subsection 2.3. Founder Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the Ordinary Shares issuable upon conversion thereof. Founder Shares Lock-up Period shall mean, with respect to the Founder Shares, the period ending on the earlier of (A) one year after the completion of the Companys initial Business Combination, or (B) subsequent to the Companys initial Business Combination, if the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (C) the date following the completion of the Companys initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Companys shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. Holders shall have the meaning given in the Preamble. Insider Letter shall mean that certain letter agreement, dated as of [*], 2017, by and among the Company, the Sponsor and each of the Companys officers, directors and director nominees. Maximum Number of Securities shall have the meaning given in subsection 2.1.4. Misstatement shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances under which they were made not misleading. Ordinary Shares shall have the meaning given in the Recitals hereto. Permitted Transferees shall mean a person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider Letter and any other applicable agreement between such Holder and the Company and to any transferee thereafter. Piggyback Registration shall have the meaning given in subsection 2.2.1. Private Placement Lock-up Period shall mean, with respect to Private Placement Warrants that are held by the initial purchasers of such Private Placement Warrants or their Permitted Transferees, and any of the Ordinary Shares issued or issuable upon the exercise or conversion of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Companys initial Business Combination. Private Placement Warrants shall have the meaning given in the Recitals hereto. Prospectus shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus. Registrable Security shall mean (a) the Ordinary Shares issued or issuable upon the conversion of any Founder Shares, (b) the Private Placement Warrants

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into as of May 17, 2017, by and among Solaris Infrastructure, LLC, a Delaware limited liability company (Solaris), Solaris Oilfield Infrastructure Inc., a Delaware corporation (the Company), and each of the other parties listed on the signature pages hereto (the Initial Holders and, together with the Company, the Parties).

Definitions. As used in this Agreement, the following terms have the meanings indicated: Affiliate of any specified Person means any other person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified Person. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Agreement has the meaning set forth in the preamble. Automatic Shelf Registration Statement means an automatic shelf registration statement as defined under Rule 405. Blackout Period has the meaning set forth in Section 3(o). Board means the board of directors of the Company. Business Day means any day other than a Saturday, Sunday, any federal holiday or any other day on which banking institutions in the State of Texas or the State of New York are authorized or required to be closed by law or governmental action. Commission means the Securities and Exchange Commission or any other federal agency then administering the Securities Act or Exchange Act. Class A Common Stock means the Class A common stock, par value $0.01 per share, of the Company. Company has the meaning set forth in the preamble. Company Securities means any equity interest of any class or series in the Company. Demand Notice has the meaning set forth in Section 2(a)(i). Demand Registration has the meaning set forth in Section 2(a)(i). Effective Date means the time and date that a Registration Statement is first declared effective by the Commission or otherwise becomes effective. Effectiveness Period has the meaning set forth in Section 2(a)(ii). 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. Holder means (i) each Initial Holder unless and until such Initial Holder ceases to hold any Registrable Securities and (ii) any holder of Registrable Securities to whom registration rights conferred by this Agreement have been transferred in compliance with Section 8(e) hereof; provided that any Person referenced in clause (ii) shall be a Holder only if such Person agrees in writing to be bound by and subject to the terms set forth in this Agreement. Holder Indemnified Persons has the meaning set forth in Section 6(a). Initial Holders has the meaning set forth in the preamble. Initiating Holder means the Holder delivering the Demand Notice or the Underwritten Offering Notice, as applicable. Lock-Up Period has the meaning set forth in the underwriting agreement entered into by the Company in connection with the initial underwritten public offering of shares of Class A Common Stock. Losses has the meaning set forth in Section 6(a). Material Adverse Change means (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States; (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States; (iii) a material outbreak or escalation of armed hostilities or other international or national calamity involving the United States or the declaration by the United States of a national emergency or war or a change in national or international financial, political or economic conditions; or (iv) any event, change, circumstance or effect that is or is reasonably likely to be materially adverse to the business, properties, assets, liabilities, condition (financial or otherwise), operations, results of operations or prospects of the Company and its subsidiaries taken as a whole. Minimum Amount has the meaning set forth in Section 2(a)(i). Parties has the meaning set forth in the preamble. Person means an individual, corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, estate, trust, government (or an agency or subdivision thereof) or other entity of any kind. Piggyback Registration has the meaning set forth in Section 2(c)(i). Piggyback Registration Notice has the meaning set forth in Section 2(c)(i). Piggyback Registration Request has the meaning set forth in Section 2(c)(i). Proceeding means any action, claim, suit, proceeding or investigation (including a preliminary investigation or partial proceeding, such as a deposition) pending or, to the knowledge of the Company, to be threatened. Prospectus means the prospectus included in a Registration Statement (including a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A, Rule 430B or Rule 430C promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of May 17, 2017, is made and entered into by and among Modern Media Acquisition Corp., a Delaware corporation (the Corporation), and Modern Media Sponsor, LLC, a Delaware limited liability company (the Sponsor), together with the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (a Holder and collectively the Holders).

Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below: Adverse Disclosure means any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or the Chief Financial Officer of the Corporation, after consultation with counsel to the Corporation, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Corporation has a bona fide business purpose for not making such information public. Agreement has the meaning given in the Preamble. Board means the Board of Directors of the Corporation. Business Combination means any merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or other similar business combination with one or more businesses, involving the Corporation. Commission means the U.S. Securities and Exchange Commission. Common Stock has the meaning given in this subsection 1.1. Corporation has the meaning given in the Preamble. Demand Registration has the meaning given in subsection 2.1.1. Demanding Holder has the meaning given in subsection 2.1.1. Exchange Act means the Securities Exchange Act of 1934, as it may be amended from time to time. Form S-1 has the meaning given in subsection 2.1.1. Form S-3 has the meaning given in subsection 2.3. Founder Shares means the 5,175,000 shares of the Corporations Common Stock (up to 675,000 of which shares will be subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised, if at all) held by the Sponsor and certain directors and officers of the Corporation. Founder Shares Lock-up Period shall mean, with respect to the Founder Shares, and subject to certain limitations and exclusions, the period ending on the earlier of (A) one year after the completion of the initial Business Combination or (B) if, subsequent to the initial Business Combination, (x) the last reported closing price of the Corporations Common Stock, par value $0.0001 per share (the Common Stock) equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Corporation completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Corporations stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. Holders has the meaning given in the Preamble. Insider Letter means that certain letter agreement, dated as of the date hereof, by and among the Corporation, the Sponsor and each of the Corporations officers, directors and director nominees. Macquarie Demanding Holder has the meaning given in subsection 2.1.1. Maximum Number of Securities means the meaning given in subsection 2.1.4. MIHI means MIHI LLC. Misstatement means an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances under which they were made not misleading. MM Demanding Holder has the meaning given in subsection 2.1.1. Modern Media means Modern Media, LLC. Permitted Transferees means a person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider Letters and any other applicable agreement between such Holder and the Corporation and to any transferee thereafter. Piggyback Registration has the meaning given in subsection 2.2.1. Private Placement Lock-up Period means, with respect to Private Placement Warrants (as defined below) that are held by the initial purchasers of such Private Placement Warrants or their Permitted Transferees, and any of the Common Stock issued or issuable upon the exercise of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees, and subject to certain limitations and exclusions, the period ending 30 days after the completion of the initial Business Combination. Private Placement Warrants mean the 7,050,000 warrants the Sponsor agreed to purcha

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of May 4, 2017, is made and entered into by and among TPG Pace Energy Holdings Corp., a Delaware corporation (the Company), TPG Pace Energy Sponsor, LLC, a Delaware limited liability company (the Sponsor) and the undersigned parties listed under Holder on the signature page (each such party, together with the Sponsor, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a Holder and collectively the Holders).

Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below: Adverse Disclosure shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or the Chief Financial Officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public. Agreement shall have the meaning given in the Preamble. Board shall mean the Board of Directors of the Company. Business Combination shall mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, involving the Company. Commission shall mean the Securities and Exchange Commission. Common Stock shall have the meaning given in the Recitals hereto. Company shall have the meaning given in the Preamble. Demand Registration shall have the meaning given in subsection 2.1.1. Demanding Holder shall have the meaning given in subsection 2.1.1. Exchange Act shall mean the Securities Exchange Act of 1934, as it may be amended from time to time. Form S-1 shall have the meaning given in subsection 2.1.1. Form S-3 shall have the meaning given in subsection 2.3. Founder Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof. Founder Shares Lock-up Period shall mean, with respect to the Founder Shares, the period ending on the earlier of (A) one year after the completion of the Companys initial Business Combination, or (B) subsequent to the Business Combination, if the last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Companys initial Business Combination or (C) the date following the completion of the Business Combination on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Companys stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. Holders shall have the meaning given in the Preamble. Insider Letter shall mean that certain letter agreement, dated as of May 4, 2017, by and among the Company, the Sponsor and each of the Companys officers, directors and director nominees. Maximum Number of Securities shall have the meaning given in subsection 2.1.4. Misstatement shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances under which they were made not misleading. Permitted Transferees shall mean a person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider Letter and any other applicable agreement between such Holder and the Company and to any transferee thereafter. Piggyback Registration shall have the meaning given in subsection 2.2.1. Private Placement Lock-up Period shall mean, with respect to Private Placement Warrants that are held by the initial purchasers of such Private Placement Warrants or their Permitted Transferees, and any shares of Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Companys initial Business Combination. Private Placement Warrants shall have the meaning given in the Recitals hereto. Prospectus shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus. Registrable Security shall mean (a) the shares of Common Stock issued or issuable upon the conversion of any Founder Shares, (b) the Pr

Definitions from Form of Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of , 2017, is made and entered into by and among Modern Media Acquisition Corp., a Delaware corporation (the Corporation), and Modern Media Sponsor, LLC, a Delaware limited liability company (the Sponsor), together with the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (a Holder and collectively the Holders).

Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below: Adverse Disclosure means any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or the Chief Financial Officer of the Corporation, after consultation with counsel to the Corporation, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Corporation has a bona fide business purpose for not making such information public. Agreement has the meaning given in the Preamble. Board means the Board of Directors of the Corporation. Business Combination means any merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or other similar business combination with one or more businesses, involving the Corporation. Commission means the U.S. Securities and Exchange Commission. Common Stock has the meaning given in this subsection 1.1. Corporation has the meaning given in the Preamble. Demand Registration has the meaning given in subsection 2.1.1. Demanding Holder has the meaning given in subsection 2.1.1. Exchange Act means the Securities Exchange Act of 1934, as it may be amended from time to time. Form S-1 has the meaning given in subsection 2.1.1. Form S-3 has the meaning given in subsection 2.3. Founder Shares means the 4,312,500 shares of the Corporations Common Stock (up to 562,500 of which shares will be subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised, if at all) held by the Sponsor and certain directors and officers of the Corporation. Founder Shares Lock-up Period shall mean, with respect to the Founder Shares, and subject to certain limitations and exclusions, the period ending on the earlier of (A) one year after the completion of the initial Business Combination or (B) if, subsequent to the initial Business Combination, (x) the last reported closing price of the Corporations Common Stock, par value $0.0001 per share (the Common Stock) equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Corporation completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Corporations stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. Holders has the meaning given in the Preamble. Insider Letter means that certain letter agreement, dated as of the date hereof, by and among the Corporation, the Sponsor and each of the Corporations officers, directors and director nominees. Macquarie Demanding Holder has the meaning given in subsection 2.1.1. Maximum Number of Securities means the meaning given in subsection 2.1.4. MIHI means MIHI LLC. Misstatement means an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances under which they were made not misleading. MM Demanding Holder has the meaning given in subsection 2.1.1. Modern Media means Modern Media, LLC. Permitted Transferees means a person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider Letters and any other applicable agreement between such Holder and the Corporation and to any transferee thereafter. Piggyback Registration has the meaning given in subsection 2.2.1. Private Placement Lock-up Period means, with respect to Private Placement Warrants (as defined below) that are held by the initial purchasers of such Private Placement Warrants or their Permitted Transferees, and any of the Common Stock issued or issuable upon the exercise of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees, and subject to certain limitations and exclusions, the period ending 30 days after the completion of the initial Business Combination. Private Placement Warrants mean the 6,150,000 warrants the Sponsor agreed to purcha