LP Uses in Definitions Clause

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of June 15, 2017 by and among LONESTAR RESOURCES US INC., a Delaware corporation (the Company) and BATTLECAT OIL & GAS, LLC, a Texas limited liability company (the Initial Holder).

Definitions. The terms set forth below are used herein as so defined: Adverse Effect has the meaning given to such term in Section 2.03(c). Affiliate means, with respect to a specified Person, directly or indirectly controlling, controlled by, or 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 such 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. Battlecat means Battlecat Oil & Gas, LLC, a Delaware limited liability company. Commission has the meaning given to such term in Section 1.02. Common Stock means the Class A Voting Common Stock, par value $0.001 per share, of the Company. Company has the meaning given to such term in the introductory paragraph. EF Registration Rights Agreement means that certain Registration Rights Agreement, dated October 26, 2016, between the Company and EF Realisation Company Limited, as amended. Effectiveness Deadline has the meaning given to such term in Section 2.01(a). Effectiveness Period has the meaning given to such term in Section 2.01(a). Exchange Act means the Securities Exchange Act of 1934, as amended. Filing Deadline has the meaning given to such term in Section 2.01(a). Holder means the Initial Holder and each of its transferees and assigns, in each case, for so long as each such Person is a record holder of any Registrable Securities. Initial Holder has the meaning given to such term in the introductory paragraph. Leucadia Registration Rights Agreement means that certain Registration Rights Agreement, dated August 2, 2016, among the Company, Leucadia National Corporation and Juneau Energy, LLC, as amended. Losses has the meaning given to such term in Section 2.07(a). Person means any individual, corporation, partnership, voluntary association, partnership, joint venture, trust, limited liability partnership, unincorporated organization, government or any agency, instrumentality or political subdivision thereof, or any other form of entity. Piggyback Notice has the meaning given to such term in Section 2.03(a). Piggyback Registration Statement has the meaning given to such term in Section 2.03(a). Preferred Stock Registration Rights Agreement means that certain Registration Rights Agreement, dated June 15, 2017, by and between the Company and Chambers Energy Management, LP. Primary Managing Underwriter means, with respect to any Underwritten Offering pursuant to Section 2.03, the lead book-running manager of such Underwritten Offering. Purchase and Sale Agreement means that certain Purchase and Sale Agreement by and between the Company and Battlecat, dated as of May 25, 2017, as amended by that certain Amendment No. 1 to Purchase and Sale Agreement, by and between the same parties, dated as of the date hereof. Registrable Securities means (i) the aggregate number of shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock issued to Battlecat pursuant to the Purchase and Sale Agreement and held as of the date hereof and (ii) any shares of Common Stock issued or issuable with respect to any shares described in subsection (i) above by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other reorganization or other similar event with respect to the Common Stock (it being understood that, for purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Securities whenever such Person has the right to then acquire or obtain from the Company any Registrable Securities, whether or not such acquisition has actually been effected). Registration Expenses has the meaning given to such term in Section 2.06(b). Registration Statement means a Shelf Registration Statement, Secondary Offering Registration Statement, Piggyback Registration Statement or other registration statement required pursuant hereto, as applicable. Secondary Managing Underwriter means, with respect to any Underwritten Offering pursuant to Section 2.02, the lead book-running manager of such Underwritten Offering. Secondary Offering has the meaning given to such term in Section 2.02(a). Secondary Offering Registration Statement has the meaning given to such term in Section 2.02(a). Securities Act means the Securities Act of 1933, as amended. Securities Purchase Agreement means the Amended and Restated Securities Purchase Agreement, dated as of June 15, 2017, by and between the Company and Chambers Energy Capital III, LP, as Initial Investor, and as may be amended from time to time in accordance with terms thereof. Selling Expenses has the meaning given to such term in Section 2.06(b). Selling Holder means a Holder who is selling Registrable Secu

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of June 15, 2017 by and among LONESTAR RESOURCES US INC., a Delaware corporation (the Company) and SN UR Holdings, LLC, a Delaware limited liability company (the Initial Holder).

Definitions. The terms set forth below are used herein as so defined: Adverse Effect has the meaning given to such term in Section 2.02(c). Affiliate means, with respect to a specified Person, directly or indirectly controlling, controlled by, or 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 such 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. 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. Closing Date means the date hereof. Commission has the meaning given to such term in Section 1.02. Common Stock means the Class A Voting Common Stock, par value $0.001 per share, of the Company. Company has the meaning given to such term in the introductory paragraph. Effective Date means, with respect to a particular Shelf Registration Statement, the date of effectiveness of such Shelf Registration Statement. Effectiveness Deadline has the meaning given to such term in Section 2.01(a). Effectiveness Period has the meaning given to such term in Section 2.01(a). Exchange Act means the Securities Exchange Act of 1934, as amended. Existing Registration Rights Agreements means (i) that certain Registration Rights Agreement, dated the date hereof, between the Company and Battlecat Oil & Gas, LLC, (ii) that certain Registration Rights Agreement, dated October 26, 2016, between the Company and EF Realisation Company Limited, as amended to the date hereof, (iii) that certain Registration Rights Agreement, dated August 2, 2016, among the Company, Leucadia National Corporation and Juneau Energy, LLC, as amended to the date hereof, and (iv) that certain Registration Rights Agreement, dated the date hereof, between the Company and Chambers Energy Capital III, LP. Filing Deadline has the meaning given to such term in Section 2.01(a). Holder means the Initial Holder and each of its transferees and assigns, in each case, for so long as each such Person is a record holder of any Registrable Securities. Initial Holder has the meaning given to such term in the introductory paragraph. Losses has the meaning given to such term in Section 2.06(a). Person means any individual, corporation, partnership, voluntary association, partnership, joint venture, trust, limited liability partnership, unincorporated organization, government or any agency, instrumentality or political subdivision thereof, or any other form of entity. Piggyback Notice has the meaning given to such term in Section 2.02(a). Piggyback Registration Statement has the meaning given to such term in Section 2.02(a). Primary Managing Underwriter means, with respect to any Underwritten Offering pursuant to Section 2.02, the lead book-running manager of such Underwritten Offering. Purchase and Sale Agreement means that certain Purchase and Sale Agreement by and between the Company and SN Marquis LLC dated as of May 26, 2017, as amended by that certain Amendment No. 1 to Purchase and Sale Agreement, dated as of June 15, 2017, by and between the same parties. Registrable Securities means (i) the aggregate number of shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock issued to the Initial Holder pursuant to the Purchase and Sale Agreement and (ii) any shares of Common Stock issued or issuable with respect to any shares described in subsection (i) above by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other reorganization or other similar event with respect to the Common Stock (it being understood that, for purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Securities whenever such Person has the right to then acquire or obtain from the Company any Registrable Securities, whether or not such acquisition has actually been effected and whether or not subject to contingencies or conditions to the issuance of the Common Stock or conversion of any securities into Common Stock, including the Series B Preferred Stock). Registration Expenses has the meaning given to such term in Section 2.05(b). Registration Statement means a Shelf Registration Statement, Piggyback Registration Statement or other registration statement required pursuant hereto, as applicable. Required Holders means Holders of greater than 50% of the Registrable Securities. Securities Act means the Securities Act of 1933, as amended. Securities Purchase Agreement means the Amended and Restated Securities Purchase Agreement, dated as of June 15, 2017, by a

DEFINITIONS from Amended and Restated Advisory Agreement

THIS SECOND AMENDED AND RESTATED ADVISORY AGREEMENT, dated as of the 12th day of June, 2017 (this "Agreement"), is entered into by and among Moody National REIT II, Inc., a Maryland corporation (the "Company"), Moody National Operating Partnership II, LP, a Delaware limited partnership (the "Operating Partnership"), and Moody National Advisor II, LLC, a Delaware limited liability company (the "Advisor," and collectively with the Company and the Operating Partnership, the "Parties"). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

DEFINITIONS. As used in this Agreement, the following terms have the definitions hereinafter indicated: Acquisition Expenses. Any and all expenses, exclusive of Acquisition Fees and Financing Coordination Fees, incurred by the Company, the Operating Partnership, the Advisor, or any of their Affiliates in connection with the selection, evaluation, acquisition, origination, making or development of any Investments, whether or not acquired or originated, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, title insurance premiums, and the costs of performing due diligence. Acquisition Fees. Any and all fees and commissions, exclusive of Acquisition Expenses, paid by any Person to any other Person (including any fees or commissions paid by or to any Affiliate of the Company, the Operating Partnership or the Advisor) in connection with making or investing in any Investment or the purchase, development or construction of any Real Estate Asset, including real estate commissions, selection fees, development fees, construction fees, nonrecurring management fees, loan fees, points or any other fees of a similar nature. Excluded shall be development fees and construction fees paid to any Person not Affiliated with the Sponsor in connection with the actual development and construction of a project. Advisor. Moody National Advisor II, LLC, a Delaware limited liability company, any successor advisor to the Company, the Operating Partnership or any Person to which Moody National Advisor II, LLC or any successor advisor subcontracts substantially all of its functions. Notwithstanding the foregoing, a Person hired or retained by Moody National Advisor II, LLC to perform hotel management and related services for the Company or the Operating Partnership that is not hired or retained to perform substantially all of the functions of Moody National Advisor II, LLC with respect to the Company or the Operating Partnership as a whole shall not be deemed to be an Advisor. Affiliate or Affiliated. With respect to any Person, (i) any Person directly or indirectly owning, controlling or holding, with the power to vote, ten percent (10%) or more of the outstanding voting securities of such other Person; (ii) any Person ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner of such other Person. Amended and Restated Advisory Agreement. The term "Amended and Restated Advisory Agreement" shall have the meaning set forth in the Recitals hereto. Articles of Incorporation. The Articles of Incorporation of the Company, as amended from time to time. Asset Management Fee. The term "Asset Management Fee" shall mean the fee payable to the Advisor pursuant to Section 9(d). Average Invested Assets. For a specified period, the average of the aggregate book value of the assets of the Company invested, directly or indirectly, in Investments before deducting depreciation, bad debts or other non-cash reserves, computed by taking the average of such values at the end of each month during such period. Board. The board of directors of the Company, as of any particular time. Bylaws. The bylaws of the Company, as the same are in effect from time to time. Cause. With respect to the termination of this Agreement, fraud, criminal conduct, misconduct or negligent breach of fiduciary duty by the Advisor, or a material breach of this Agreement by the Advisor. Class A Shares. Shares of the Company's $.01 par value common stock that have been designated as Class A. Class D Shares. Shares of the Company's $.01 par value common stock that have been designated as Class D. Class I Shares. Shares of the Company's $.01 par value common stock that have been designated as Class I. Class T Shares. Shares of the Company's $.01 par value common stock that have been designated as Class T. Code. Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time. Company. The term "Company" shall have the meaning set forth in the preamble of this Agreement. Competitive Brokerage Commission. The term "Competitive Brokerage Commission" means a real estate or brokerage commission for the purchase or sale of a Property, Loan or Permitted Investment that is reasonable, custom

DEFINITIONS from Combination Agreement

This Combination Agreement, dated as of February 3, 2017 (this Agreement), is by and among Beckman Production Services, Inc., a Delaware corporation (Beckman), Beckman Merger Sub, Inc., a Delaware corporation (Beckman Merger Sub), and Nine Energy Service, Inc., a Delaware corporation (Nine).

DEFINITIONS. The terms set forth below in this Article I shall have the meanings ascribed to them below or in the part of this Agreement referred to below: Accredited Investor shall have the meaning set forth for such term in Rule 501 of Regulation D promulgated under the Securities Act, as such rule may be amended, modified or superseded from time to time. Acquisition Proposal shall mean any offer or proposal (whether written, oral or otherwise), relating to any transaction or series of related transactions involving: any merger, consolidation, business combination or similar transaction involving a Combining Company or any of its Subsidiaries, any sale, lease (other than in the ordinary course of business), exchange, transfer, license (other than in the ordinary course of business), acquisition or disposition of all or substantially all of the assets of a Combining Company (including its Subsidiaries, taken as a whole, with the assets of such Subsidiaries valued on a consolidated basis), or any liquidation or dissolution of a Combining Company. For the avoidance of doubt, an Acquisition Proposal shall not include an initial public offering of a Combining Company or any of its Subsidiaries occurring following the earlier to occur of the Effective Time of the Merger or the termination of this Agreement. Affiliate shall mean a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified. As used in this definition, the term control (including the terms controlling, controlled by, and under common control with) shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Agreement shall have the meaning specified in the opening paragraph hereof. Amended and Restated Stockholders Agreement shall mean the Second Amended and Restated Stockholders Agreement of Nine in substantially the form attached hereto as Exhibit C. Beckman shall have the meaning specified in the opening paragraph hereof. Beckman Common Stock shall mean the common stock, par value $0.01 per share, of Beckman. Beckman Consent shall have the meaning set forth in Section 6.1(c). Beckman Dissenting Shares shall have the meaning set forth in Section 2.14. Beckman Dissenting Stockholders shall have the meaning set forth in Section 2.14. Beckman Merger Sub shall have the meaning specified in the opening paragraph hereof. Beckman Option shall have the meaning set forth in Section 2.7. Beckman Option Plan shall mean the Beckman Production Services, Inc. 2012 Stock Incentive Plan, as amended. Beckman Per Share Merger Cash Consideration shall have the meaning set forth in Section 2.6(b). Beckman Per Share Merger Consideration shall mean the Beckman Per Share Cash Consideration and the Beckman Per Share Stock Consideration, as applicable. Beckman Per Share Merger Stock Consideration shall have the meaning set forth in Section 2.6(a). Beckman Subscription Offer shall have the meaning set forth in Section 5.13(a). Benefit Plan shall mean (a) each employee benefit plan, as such term is defined in Section 3(3) of ERISA, (b) each plan that would be an employee benefit plan, as such term is defined in Section 3(3) of ERISA, if it were subject to ERISA, such as foreign plans and plans for directors, (c) each equity bonus, equity ownership, equity option, restricted equity, equity purchase, equity appreciation rights, phantom equity, or other equity-based compensation plan or arrangement, (d) each bonus plan or arrangement, incentive award plan or arrangement, deferred compensation plan or arrangement, change in control plan or arrangement, executive compensation or supplemental income plan or arrangement, retention plan or arrangement, personnel policy, vacation policy, severance pay plan, policy or agreement, consulting agreement, or employment agreement, and (e) each other employee benefit plan, agreement, arrangement, program, practice or understanding. Board shall mean the board of directors of a Combining Company. Business Day shall mean any day other than a Saturday, a Sunday or any other day when banks are not open for business in Houston, Texas. Bylaw Amendment shall mean the Third Amended and Restated Bylaws of Nine in substantially the form attached hereto as Exhibit E. Capital Stock shall mean (a) with respect to any Person that is a corporation, any and all shares, interests, participation or other equivalents (however designated and whether or not voting) of corporate stock, including the common stock of such Person, and (b) with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person. Capitalized Lease Obligations shall mean the obligations of such Person that are required to be classified and accounted for as capital lease obligations under GAAP

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 made and entered into as of April 10, 2017 by and among Hess Midstream Partners LP, a Delaware limited partnership (the Partnership), Hess Midstream Partners GP LP, a Delaware limited partnership (HESM GP), Hess Midstream Partners GP LLC, a Delaware limited liability company (GP LLC), Hess Investments North Dakota LLC, a Delaware limited liability company (Hess), and GIP II Blue Holding Partnership, L.P. ( GIP), a Delaware limited partnership. Hess and GIP are collectively referred to herein as the Sponsors. The Partnership, HESM GP, GP LLC and the Sponsors are collectively referred to herein as the Parties.

Definitions. As used in this Agreement, the following terms shall have the respective meanings set forth in this Section 1: Affiliate means, with respect to any Person, (a) a Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by or is under common Control with, such Person, and (b) with respect to any investment fund or similar vehicle, (i) any Person who Controls, is Controlled by, or is under common Control with, such investment fund or similar vehicle and (ii) if such investment fund or similar vehicle is a partnership, a Person who has a common general partner with such investment fund or similar vehicle. Agreement has the meaning set forth in the preamble. Automatic Shelf Registration Statement means an automatic shelf registration statement as defined under Rule 405. 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 New York or the State of Texas shall not be regarded as a Business Day. Control and its derivatives mean (a) with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise; (b) with respect to a corporation, the power to exercise or determine the voting of more than 50% of the voting rights in such corporation; (c) with respect to a partnership (whether general or limited), ownership, directly or indirectly, of more than 50% of the general partner interests of such partnership; or (d) with respect to any other type of entity, the right to exercise or determine the voting of more than 50% of the equity interests having voting rights in such entity, whether by contract or otherwise. Claim has the meaning set forth in Section 5(a). Closing Date means the first date on which Common Units are sold by the Partnership to the IPO Underwriters pursuant to the provisions of the IPO Underwriting Agreement. Commission means the Securities and Exchange Commission or any other federal agency then administering the Securities Act or Exchange Act. Common Units has the meaning set forth in the LP Agreement and, for the avoidance of doubt, shall include any Subordinated Units that have converted into Common Units pursuant to the terms of the LP Agreement. Demand Eligible Holder has the meaning set forth in Section 2(a)(ii). 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. GIP has the meaning set forth in the preamble. General Partner means HESM GP and its successor and permitted assigns that are admitted to the Partnership as general partner of the Partnership, in its capacity as the general partner of the Partnership (except as the context otherwise requires). GP LLC has the meaning set forth in the preamble. HESM GP has the meaning set forth in the preamble. Hess has the meaning set forth in the preamble. Holder means (i) any Sponsor who holds Registrable Securities, (ii) any holder of Registrable Securities to whom the registration rights conferred by this Agreement have been transferred in compliance with Section 7(e) hereof or (iii) the General Partner, if the General Partner is a holder of Registrable Securities. Incentive Distribution Rights has the meaning set forth in the LP Agreement. Indemnified Persons has the meaning set forth in Section 5. Initiating Holder has the meaning set forth in Section 2(a)(i). IPO means the initial public offering of Common Units pursuant to the IPO Registration Statement. IPO Registration Statement means the Registration Statement on Form S-1 (File No. 333-198896), as amended and declared effective by the Commission. IPO Underwriter means each Person named as an underwriter in Schedule I to the IPO Underwriting Agreement who purchases Common Units pursuant thereto. IPO Underwriting Agreement means the Underwriting Agreement to be entered into by and among the Partnership, the General Partner and the IPO Underwriters in connection with the IPO. Losses has the meaning set forth in Section 5. LP Agreement means the LP (organization) values">First Amended and Restated Agreement of Limited Partnership of Hess Midstream Partners LP, dated as of the Closing Date, as may be amended from time to time. Parties has the meaning set forth in the preamble. Partnership has the meaning set forth in the preamble. Partnership Securities means any equity interest of any class or series in the Partnership, including Common Units, Subordinated Units and Incentive Distribution Rights. Person means an individual or group, corporation, partnership, trust, incorporated or unincorporated a

Definitions from Management Agreement

This DEVELOPMENT MANAGEMENT AGREEMENT (HUNTERS POINT SHIPYARD PHASE 1) (as amended from time to time in accordance herewith, this Agreement) is made and entered into as of July 2, 2016 (the Effective Date), by and between HPS DEVELOPMENT CO., LP, a Delaware limited partnership (HPS), and The Newhall Land and Farming Company, LLC, a Delaware limited liability company (Manager). Certain capitalized terms used in this Agreement are defined or cross-referenced in Article 1. The Parties are entering into this Agreement with reference to the following facts and circumstances:

Definitions. Affiliate means, with respect to any specified Person, any other Person that, directly or indirectly through one (1) or more intermediaries, Controls, is Controlled by or is under Common Control with such specified Person. For purposes of this Agreement, neither Manager nor HPS shall be deemed to be an Affiliate of the other. Agency means the Successor Agency to the Redevelopment Agency of the City and County of San Francisco, a public body organized and existing under the laws of the State of California, or any successor public agency designated by or pursuant to Applicable Law. Agreement is defined in the preamble to this Agreement. Applicable Laws means all federal, state and local laws, regulations, codes, ordinances, requirements and regulations, including building codes, zoning ordinances, orders and requirements of any Governmental Entities or any local Board of Fire Underwriters or Insurance Services offices having jurisdiction with respect to the Managed Improvements or other applicable matter. Application for Payment is defined in Section 5.2.3. Approve means the prior written consent of a Party or other applicable Person to the matter presented, which, in the case of the Parties, shall not be unreasonably withheld, conditioned or delayed unless otherwise expressly set forth in this Agreement. Approval, Approved and other variations of Approve have correlative meanings. Architects/Engineers means any and all architects and engineers that are party to a Design and Engineering Contract. Bankruptcy means, with respect to a specified Person, (a) the voluntary filing of an application by such Person for relief of such Person under any federal or state bankruptcy or insolvency law, (b) such Persons consent to the appointment of a trustee, receiver, liquidator, or custodian of itself or a substantial part of its assets, (c) the entry of an order for relief with respect to such Person in proceedings under the United States Bankruptcy Code, as amended or superseded from time to time, (d) the making by such Person of a general assignment for the benefit of creditors, (e) the involuntary filing of an application for relief against such Person under any federal or state bankruptcy law, or the entry (if opposed by the Person) of an order, judgment, or decree by any court of competent jurisdiction appointing a trustee, receiver, or custodian of the assets of such Person, unless the application or proceedings, as the case may be, are dismissed within ninety (90) days, (f) the failure by such Person generally to pay its debts as they become due within the meaning of section 303(h)(1) of the United States Bankruptcy Code, as determined by the Bankruptcy Court, or the Persons admission in writing of its inability to pay its debts as they become due, (g) the commencement by such Person of a voluntary case or other proceedings seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar Law now or hereafter in effect, or the consent by such Person to any relief or to the appointment or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (h) the dissolution of such Person in whole or in part. Budget is defined in Section 5.1.1. Business Day means a day other than a Saturday, Sunday or holiday recognized by federally insured banks in the State of California. CCIP is defined in Section 9.3. Claim means any and all demands, actions, litigation, suits, arbitrations, mediations, investigations by Governmental Entities, disputes, controversies or similar claims, whether or not made by third parties or arising out of events affecting third parties. Common Control means that two or more Persons are Controlled by the same other Person. Complete (and any variation thereof) means that: (i) a specified scope of work has been completed substantially in accordance with the plans and specifications therefor and (ii) Governmental Entities with jurisdiction have issued all Approvals and authorizations required for the contemplated use and occupancy of the work including, to the extent applicable, certificates of occupancy and Certificates of Completion (as defined in the CP/HPS2 Master DDA). Construction Contracts means any contracts or agreements executed by or on behalf of HPS and a Contractor for construction grading, excavation, pre-construction, construction, design-build or other construction work or services with respect to the Managed Improvements. Consulting Contracts means any contracts or agreements executed by or on behalf of HPS and a Project Consultant for management, consulting, professional or other services with respect to the Managed Improvements and/or the Managed Design. Contractors means any and all general contractors and contractors that are party to a Construction Contract. Control means, with respect to any Person, the possession, directly or indirectly, of the power

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 Management Agreement

This ADVISORY MANAGEMENT AGREEMENT (this "Agreement") is entered into on February 10, 2017, among BEHRINGER HARVARD OPPORTUNITY REIT I, INC., a Maryland corporation (the "Company"), BEHRINGER HARVARD OPPORTUNITY OP I LP, a Texas limited partnership (the "Operating Partnership"), and LSG-BH I ADVISOR LLC, a Delaware limited liability company (the "Advisor").

DEFINITIONS. The following defined terms used in this Agreement shall have the respective meanings specified below:2%/25% Guidelines. Has the meaning set forth in Section 3.04 hereof. Acquisition Expenses. Any and all expenses incurred by the Company, the Advisor, or any Affiliate of either in connection with the selection or acquisition of any Asset, whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, and title insurance premiums, but excluding any costs associated with Advisor Personnel performing Due Diligence Services. Acquisition Expenses paid by the Advisor or any Affiliate on behalf of the Company will be reimbursed by the Company in accordance with the terms of Section 3.02(a)(ii) unless otherwise provided therein.Acquisition and Advisory Fees. The fees payable to the Advisor pursuant to Section 3.01(b).Acquisition Fees. Any and all fees and commissions, exclusive of Acquisition Expenses, paid by any Person to any other Person (including any fees or commissions paid by or to any Affiliate of the Company or the Advisor) in connection with making or investing in Mortgages or the purchase, development or construction of an Asset, including, without limitation, Acquisition and Advisory Fees, real estate commissions, selection fees, Development Fees, Construction Fees, non-recurring management fees, Loan fees, points, any other fees of a similar nature or any fees and commissions paid by any Person to any other Person in connection with and substantially contemporaneously with any Property Improvement. Excluded shall be Development Fees and Construction Fees paid to any Person not affiliated with the Advisor in connection with the actual development and construction of any Property.Advisor. LSG-BH I Advisor LLC, a Delaware limited liability company, any successor advisor to the Company, or any Person to which LSG-BH I Advisor LLC or any successor advisor subcontracts all or substantially all of its functions.Advisor Personnel. Any person employed by the Advisor or any Affiliate of the Advisor who performs services on behalf of the Advisor for or to the Company, excluding those persons who also serve as an executive officer of the Company.Affiliate or Affiliated. Except as otherwise provided herein, with respect to any Person, any other Person which, at the time of determination, directly or indirectly controls, is controlled by or is under common control with, such Person. For the purposes of this definition, "control" (including, with correlative meaning, the terms "controlling," "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of such Person through the ownership of voting securities, by contract or otherwise. There shall be no presumption that (i) a Person that holds less than a majority ownership interest with respect to any other Person directly or indirectly controls such other Person, and (ii) an individual who is an officer or a director of another Person directly and indirectly controls such other Person.Aggregate Asset Value. The aggregate book value of the Assets at the time of measurement before deducting depreciation, bad debts or other similar non-cash reserves and without reduction for (i) any debt secured by or relating to such Assets, (ii) any impairment charges in respect of the Assets or (iii) provisions for losses taken in respect of Loans. For purposes of calculating the Aggregate Asset Value, the value of any individual Asset owned through any Joint Venture shall be equal to the product of (A) the book value of that Asset, calculated as provided for in the preceding sentence, and (B) the Ownership Percentage.Alexan Black Mountain. The Company's mezzanine loan investment related to the development of multifamily community located at 320 Conestoga Way, Henderson, Nevada and commonly known as "Alexan Black Mountain."Appraised Value. The fair market value of an Asset as reported in an appraisal made by an Independent Appraiser.Articles of Incorporation. The Second Articles of Amendment and Restatement of the Company, approved by the Stockholders on July 24, 2008 and filed with the Maryland State Department of Assessments and Taxation in accordance with the Maryland General Corporation Law, as amended or restated from time to time.Assets. Properties, Mortgages and other direct or indirect investments in equity interests in or Loans secured by or otherwise relating to Real Property (other than investments in bank accounts, money market funds or other current assets, whether of the proceeds from an Offering or the sale of an Asset or otherwise) owned by the Company, directly or indirectly through one or more of its Affiliates or Joint Ventures but excluding Royal Island and Alexan Black Mountain.Asset Management Fee.

DEFINITIONS from Amended and Restated

THIS SECOND AMENDED AND RESTATED SUB-ADVISORY AGREEMENT (this "Agreement"), dated as of March 17, 2017, is entered into by and among Colony NorthStar - N Luxembourg S.a.r.l., a Luxembourg societe a responsabilite limitee (the "Colony NorthStar Sub-Advisor"), CNI NS/RXR Advisors, LLC, a Delaware limited liability company and the successor NSAM J-NS/RXR Ltd (the "Advisor"), RXR NTR Sub-Advisor LLC, a Delaware limited liability company (the "Sub-Advisor"), and only with respect to the obligations pursuant to Articles 4, 5, 9, 16, 17 and 19 and Sections 3.04, 8.03 and 20.03, NorthStar/RXR New York Metro Real Estate, Inc., a Maryland corporation (the "Company"), and only with respect to Article 17 and Section 20.03, NorthStar/RXR Operating Partnership, LP, a Delaware limited partnership (the "Operating Partnership"). Capitalized terms used herein shall have the meanings ascribed to them in Article 1 below.

DEFINITIONS. As used in this Agreement, the following terms shall have the meanings specified below:Acquisition Expenses means any and all expenses incurred by the Company, the Operating Partnership, the Advisor, the Colony NorthStar Sub-Advisor, the Sub-Advisor or any of their Affiliates in connection with the selection or acquisition of any Investments, whether or not acquired or originated, as applicable, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on properties or other investments not acquired, accounting fees and expenses, title insurance premiums and the costs of performing due diligence.Advisor means: (i) NSAM J-NS/RXR Ltd, a Jersey limited company; or (ii) any successor advisor to the Company.Advisor Entities has the meaning set forth in the Advisory Agreement.Advisor's Investment Committee means the committee of the board of directors of the Advisor charged with the management and decision making functions of the Advisor (subject to the terms of the Advisory Agreement) in respect of the Investments.Advisory Agreement has the meaning set forth in the Recitals.Affiliate has the meaning set forth in the Advisory Agreement.Agreement means this Amended and Restated Sub-Advisory Agreement, as amended, modified, supplemented or restated from time to time, as the context requires.Asset Management Fee has the meaning set forth in the Advisory Agreement.Average Invested Assets means, for a specified period, the average of the aggregate book value of the assets of the Company invested, directly or indirectly, in Investments before reserves NY 246401230v5for depreciation or bad debts or other similar non-cash reserves, computed by taking the average of such values at the end of each month during such period.Board means the board of directors of the Company, as of any particular time.Bylaws mean the bylaws of the Company, as amended from time to time.Cause means with respect to the termination of this Agreement, (i) fraud, criminal conduct, misconduct, negligence or breach of fiduciary duty by the Sub-Advisor, (ii) a material breach of this Agreement by the Sub-Advisor, (iii) an RXR Member Default under the NS/RXR Strategic Agreement which has not been cured within 90 days of such RXR Member Default, or (iv) an RXR Removal Event under the NS/RXR Strategic Agreement.Charter means the articles of incorporation of the Company, as amended from time to time.Code means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.Colony NorthStar Sub-Advisor means (i) Colony NorthStar - N Luxembourg S.a.r.l., a Luxembourg societe a responsabilite limitee, or (ii) any successor sub-advisor which enters into similar arrangements with the Advisor and is bound by the terms of this Agreement or similar agreement.Colony NorthStar Sub-Advisory Agreement has the meaning set forth in the Recitals.Company means NorthStar/RXR New York Metro Real Estate, Inc., a corporation organized under the laws of the State of Maryland.Confidential Information has the meaning set forth in Section 8.03.Construction Fee means a fee or other remuneration for acting as general contractor and/or construction manager to construct improvements, supervise and coordinate projects or provide major repairs or rehabilitations on a Property.Delegate has the meaning set forth in Section 12.02.Delegated Functions has the meaning set forth in Section 12.02.NY 246401230v5Development Fee means a fee for the packaging of a Property, including the negotiation and approval of plans, and any assistance in obtaining zoning and necessary variances and financing for a specific Property, either initially or at a later date.Disclosure Event has the meaning set forth in Section 8.03.Effective Date means March 17, 2017, the effective date of this Agreement.Excess Amount has the meaning set forth in Section 5.02.Expense Year has the meaning set forth in Section 5.02.FINRA means the Financial Industry Regulatory Authority, Inc.GAAP means generally accepted accounting principles as in effect in the United States of America from time to time.Governmental Authority means any nation or government, any state, province or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administration functions of or pertaining to government, or any government authority, agency, department, board, tribunal, commission or instrumentality of the United States, any foreign government, any state of the United States, or any municipality or other political subdivision thereof, and any court, tribunal, mediator or arbitrator(s) of competent jurisdiction, and any governmental or non-govern