New York Stock Exchange, Inc. Uses in DEFINITIONS Clause

DEFINITIONS from Incentive Plan

Purpose. The purpose of this Coty Inc. Equity and Long-Term Incentive Plan is to promote the interests of Coty Inc. and its shareholders by (i) attracting and retaining exceptional executive personnel and other key employees of the Company and its Affiliates; (ii) motivating such employees by means of performance-related incentives to achieve long-range performance goals; and (iii) enabling such employees to participate in the long-term growth and financial success of the Company.

DEFINITIONS. Whenever used in the Plan, the following terms have the meanings set forth below:2.1"Affiliate" means any entity (i) that, directly or indirectly, is controlled by the Company, or in which the Company has a significant equity interest, and (ii) as to which the Company is an "eligible issuer of service recipient stock" within the meaning of Treas. Reg. 1.409A-1(b)(5)(iii)(E), in any such case as determined by the Committee.2.2"Applicable Fraction" means a fraction, the numerator of which is the number of days elapsed from the Grant Date of an Award to the date of the Participant's termination of Service and the denominator of which is the number of days between the Grant Date and the date the Award was scheduled to become exercisable or otherwise vest.2.3"Award" means a grant under the Plan to a Participant of a Stock Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit, Performance Award, or Other Stock-Based Award.2.4"Board" means the Board of Directors of the Company.2.5"Business Day" means any day other than a Saturday, Sunday, or legal holiday, or a day on which the national securities exchange that constitutes the principal market for the Shares is closed.2.6"Cause" has the meaning set forth in any employment, severance or other agreement between the Company or an Affiliate and the Participant. If there is no employment, severance or other agreement between the Company or an Affiliate and the Participant, or if such agreement does not define "Cause," then "Cause" shall mean the occurrence of any of the following, as determined by the Committee in its sole discretion:(a)a Participant's willful and continued failure substantially to perform his or her duties (other than as a result of total or partial incapacity due to physical or mental illness or as a result of termination by such Participant for Good Reason), which failure continues for more than 30 days after receipt by the Participant of written notice setting forth the facts and circumstances identified by the Company as constituting adequate grounds for termination under this clause (a);(b)any willful act or omission by a Participant constituting dishonesty, fraud or other malfeasance, and any act or omission by a Participant constituting immoral conduct, which in any such case is injurious to the financial condition or business reputation of the Company or any of its Affiliates;(c)a Participant's indictment for a felony under the laws of the United States or any state thereof or any other jurisdiction in which the Company conducts business; or(d)a Participant's breach of any nonsolicitation, noncompetition, confidentiality, or other restrictive covenant by which he or she is bound.For purposes of this definition, no act or failure to act shall be deemed "willful" unless effected by a Participant not in good faith and without a reasonable belief that such action or failure to act was in or not opposed to the Company's best interests.2.7 "Change in Control" means the occurrence of any of the following:(a)Any Person or "group" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) that is not the Majority Shareholder is or becomes the "beneficial owner" (as defined below), directly or indirectly, of securities representing either (i) more than 50% of the combined voting power of the Company's then outstanding securities, or (ii) 20% or more of the combined voting power of the Company's then outstanding securities at a time when the Majority Shareholder hold less than 30% of such combined voting power. For purposes of this clause (a), "beneficial owner" has the meaning given that term in Rule 13d-3 under the Exchange Act, except that a Person shall be deemed to be the "beneficial owner" of all shares that any such Person has the right to acquire pursuant to any agreement or arrangement or upon exercise of conversion rights, warrants, options or otherwise, without regard to the 60-day period referred to in such Rule;(b)Individuals who constitute the Board on the First Restatement Effective Date (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided, that any Person becoming a director subsequent to such date whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least three-quarters of the directors then comprising the Incumbent Board shall be, for purposes of this clause (b), considered as though such Person were a member of the Incumbent Board; and provided, further, that this clause (b) shall not apply as long as the Majority Shareholder is the beneficial owner of a majority of voting power of the Company's outstanding securities;(c)The Majority Shareholder enters into any joint venture, joint operating arrangement, partnership, standstill agreement or other arrangement similar to any of the foregoing with any other Person or group, pursuant to which such Person or group assumes significant operational or managerial c

DEFINITIONS from Incentive Plan

Purpose. The purpose of this Coty Inc. Long-Term Incentive Plan is to promote the interests of Coty Inc. and its shareholders by (i) attracting and retaining exceptional executive personnel and other key employees of the Company and its Affiliates; (ii) motivating such employees by means of performance-related incentives to achieve long-range performance goals; and (iii) enabling such employees to participate in the long-term growth and financial success of the Company.

DEFINITIONS. Whenever used in the Plan, the following terms have the meanings set forth below: 2.1"Affiliate" means any entity (i) that, directly or indirectly, is controlled by the Company, or in which the Company has a significant equity interest, and (ii) as to which the Company is an "eligible issuer of service recipient stock" within the meaning of Treas. Reg. 1.409A-1(b)(5)(iii)(E), in any such case as determined by the Committee. 2.2"Applicable Fraction" means a fraction, the numerator of which is the number of days elapsed from the Grant Date of an Award to the date of the Participant's termination of Service and the denominator of which is the number of days between the Grant Date and the date the Award was scheduled to become exercisable or otherwise vest. 2.3"Award" means a grant under the Plan to a Participant of a Stock Option, Restricted Stock Award, or Other Stock-Based Award. 2.4"Board" means the Board of Directors of the Company. 2.5"Business Day" means any day other than a Saturday, Sunday, or legal holiday, or a day on which the national securities exchange that constitutes the principal market for the Shares is closed. 2.6"Cause" has the meaning set forth in any employment, severance or other agreement between the Company or an Affiliate and the Participant. If there is no employment, severance or other agreement between the Company or an Affiliate and the Participant, or if such agreement does not define "Cause," then "Cause" shall mean the occurrence of any of the following, as determined by the Committee in its sole discretion:(a)a Participant's willful and continued failure substantially to perform his or her duties (other than as a result of total or partial incapacity due to physical or mental illness or as a result of termination by such Participant for Good Reason), which failure continues for more than 30 days after receipt by the Participant of written notice setting forth the facts and circumstances identified by the Company as constituting adequate grounds for termination under this clause (a);(b)any willful act or omission by a Participant constituting dishonesty, fraud or other malfeasance, and any act or omission by a Participant constituting immoral conduct, which in any such case is injurious to the financial condition or business reputation of the Company or any of its Affiliates;(c)a Participant's indictment for a felony under the laws of the United States or any state thereof or any other jurisdiction in which the Company conducts business; or(d)a Participant's breach of any nonsolicitation, noncompetition, confidentiality, or other restrictive covenant by which he or she is bound.For purposes of this definition, no act or failure to act shall be deemed "willful" unless effected by a Participant not in good faith and without a reasonable belief that such action or failure to act was in or not opposed to the Company's best interests. 2.7"Change in Control" means the occurrence of any of the following:(a)Any Person or "group" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), that is not the Majority Shareholder is or becomes the "beneficial owner" (as defined below), directly or indirectly, of securities representing either (i) more than 50% of the combined voting power of the Company's then outstanding securities, or (ii) 20% or more of the combined voting power of the Company's then outstanding securities at a time when the Majority Shareholder holds less than 30% of such combined voting power. For purposes of this clause (a), "beneficial owner" has the meaning given that term in Rule 13d-3 under the Exchange Act, except that a Person shall be deemed to be the "beneficial owner" of all shares that any such Person has the right to acquire pursuant to any agreement or arrangement or upon exercise of conversion rights, warrants, options or otherwise, without regard to the 60-day period referred to in such Rule;(b)Individuals who constitute the Board on the Restatement Effective Date (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided, that any Person becoming a director subsequent to such date whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least three-quarters of the directors then comprising the Incumbent Board shall be, for purposes of this clause (b), considered as though such Person were a member of the Incumbent Board; and provided, further, that this clause (b) shall not apply as long as the Majority Shareholder is the beneficial owner of a majority of the voting power of the Company's outstanding securities;(c)The Majority Shareholder enters into any joint venture, joint operating arrangement, partnership, standstill agreement or other arrangement similar to any of the foregoing with any other Person or group, pursuant to which such Person or group assumes significant operational or managerial control of the Company; or(d)The shareholders of the Company ap

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of March 15, 2017, by and among EXCO Resources, Inc., a Texas corporation (the Company), and each of the investors specified on the signature pages hereto (each, an Investor, and collectively, the Investors).

Definitions. The terms set forth below are used herein as so defined: 1.5 Lien Notes has the meaning specified therefor in the recitals of this Agreement. 1.75 Lien Term Loans has the meaning specified therefor in the recitals of this Agreement. Affiliate of any Person means any other Person, directly or indirectly, Controlling, Controlled by or under common Control with such particular Person. Agreement has the meaning specified therefor in recitals of this Agreement. Amendment Fee Warrants has the meaning specified therefor in the recitals of this Agreement. Board means the Board of Directors of the Company. 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 has the meaning set forth in the Purchase Agreement. Commitment Fee Warrants has the meaning specified therefor in the recitals of this Agreement. Commitment Parties means Fairfax, ESAS, LS Power and Oaktree. Common Shares has the meaning specified therefor in the recitals of this Agreement. Common Share Price means the volume weighted average closing price of Common Shares (as reported by The New York Stock Exchange or, if The New York Stock Exchange is not the Companys primary securities exchange or market, such primary securities exchange or market or the over the counter market if the Common Shares are not then listed on an exchange or market) for the ten (10) trading days immediately preceding the date on which the determination is made (or, if such price is not available, as determined in good faith by the Board). Company Underwritten Offering has the meaning specified therefor in Section 2.04 of this Agreement. Control means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of a Person whether though the ownership of voting securities, by contract or otherwise. The terms Controlled and Controlling shall have correlative meanings. Controlling Person has the meaning specified therefor in Section 2.05(i) of this Agreement. Company has the meaning specified therefor in the recitals of this Agreement. Effective Date means, with respect to a particular Shelf Registration Statement, the date that the SEC has declared such Shelf Registration Statement effective. Effectiveness Period means the period beginning on the Effective Date for the Registration Statement and ending at the time all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities. Electing Holders has the meaning specified therefor in Section 2.03 of this Agreement. ESAS means Energy Strategic Advisory Services LLC, collectively with its subsidiaries and Affiliates. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder. Fairfax means Hamblin Watsa Investment Counsel Ltd. and Fairfax Financial Holdings Limited, collectively with their subsidiaries and Affiliates. Financing Warrants has the meaning specified therefor in the recitals of this Agreement. Freely Tradable means, with respect to any security, that such security is (i) no longer subject to the restrictions on trading under the provisions of Rule 144 under the Securities Act (or any successor rule or regulation to Rule 144 then in force), including volume and manner of sale restrictions, and the current public information requirement of Rule 144(c) (or any successor rule or regulation to Rule 144 then in force) no longer applies and (ii) held by a Holder who owns less than $5 million of Registrable Securities calculated in accordance with the Registrable Securities Amount. Governmental Authority means any federal, state, local or foreign government, or other governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body. Holder means the record holder of any Registrable Securities. Indenture has the meaning specified therefor in the recitals of this Agreement. Inspectors has the meaning specified therefor in Section 2.05(k) of this Agreement. Investor has the meaning specified therefor in the recitals of this Agreement. Law means any statute, law, ordinance, regulation, rule, order, code, governmental restriction, decree, injunction or other requirement of law, or any judicial or administrative interpretation thereof, of any Governmental Authority. Losses has the meaning specified therefor in Section 2.08(a) of this Agreement. LS Power means LS Power, collectively with its subsidiaries and Affiliates. Managing Underwriter means, with respect to any Underwritten Offering, the book- running lead manager of such Underwritten Offering. NYSE means The New York Stock Exchange, Inc. Oaktree means Oaktree Capital Management, LP, collectively with its subsidiaries and Affiliates. Person means an individua

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of March 15, 2017, by and among EXCO Resources, Inc., a Texas corporation (the Company), and each of the investors specified on the signature pages hereto (each, an Investor, and collectively, the Investors).

Definitions. The terms set forth below are used herein as so defined: 1.5 Lien Notes has the meaning specified therefor in the recitals of this Agreement. 1.75 Lien Term Loans has the meaning specified therefor in the recitals of this Agreement. Affiliate of any Person means any other Person, directly or indirectly, Controlling, Controlled by or under common Control with such particular Person. Agreement has the meaning specified therefor in recitals of this Agreement. Amendment Fee Warrants has the meaning specified therefor in the recitals of this Agreement. Board means the Board of Directors of the Company. 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 has the meaning set forth in the Purchase Agreement. Commitment Fee Warrants has the meaning specified therefor in the recitals of this Agreement. Commitment Parties means Fairfax, ESAS, LS Power and Oaktree. Common Shares has the meaning specified therefor in the recitals of this Agreement. Common Share Price means the volume weighted average closing price of Common Shares (as reported by The New York Stock Exchange or, if The New York Stock Exchange is not the Companys primary securities exchange or market, such primary securities exchange or market or the over the counter market if the Common Shares are not then listed on an exchange or market) for the ten (10) trading days immediately preceding the date on which the determination is made (or, if such price is not available, as determined in good faith by the Board). Company Underwritten Offering has the meaning specified therefor in Section 2.04 of this Agreement. Control means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of a Person whether though the ownership of voting securities, by contract or otherwise. The terms Controlled and Controlling shall have correlative meanings. Controlling Person has the meaning specified therefor in Section 2.05(i) of this Agreement. Company has the meaning specified therefor in the recitals of this Agreement. Effective Date means, with respect to a particular Shelf Registration Statement, the date that the SEC has declared such Shelf Registration Statement effective. Effectiveness Period means the period beginning on the Effective Date for the Registration Statement and ending at the time all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities. Electing Holders has the meaning specified therefor in Section 2.03 of this Agreement. ESAS means Energy Strategic Advisory Services LLC, collectively with its subsidiaries and Affiliates. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder. Fairfax means Hamblin Watsa Investment Counsel Ltd. and Fairfax Financial Holdings Limited, collectively with their subsidiaries and Affiliates. Financing Warrants has the meaning specified therefor in the recitals of this Agreement. Freely Tradable means, with respect to any security, that such security is (i) no longer subject to the restrictions on trading under the provisions of Rule 144 under the Securities Act (or any successor rule or regulation to Rule 144 then in force), including volume and manner of sale restrictions, and the current public information requirement of Rule 144(c) (or any successor rule or regulation to Rule 144 then in force) no longer applies and (ii) held by a Holder who owns less than $5 million of Registrable Securities calculated in accordance with the Registrable Securities Amount. Governmental Authority means any federal, state, local or foreign government, or other governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body. Holder means the record holder of any Registrable Securities. Indenture has the meaning specified therefor in the recitals of this Agreement. Inspectors has the meaning specified therefor in Section 2.05(k) of this Agreement. Investor has the meaning specified therefor in the recitals of this Agreement. Law means any statute, law, ordinance, regulation, rule, order, code, governmental restriction, decree, injunction or other requirement of law, or any judicial or administrative interpretation thereof, of any Governmental Authority. Losses has the meaning specified therefor in Section 2.08(a) of this Agreement. LS Power means LS Power, collectively with its subsidiaries and Affiliates. Managing Underwriter means, with respect to any Underwritten Offering, the book- running lead manager of such Underwritten Offering. NYSE means The New York Stock Exchange, Inc. Oaktree means Oaktree Capital Management, LP, collectively with its subsidiaries and Affiliates. Person means an individua

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of February 27, 2017, by and between Halcon Resources Corporation, a Delaware corporation (the Company), on the one hand, and each of the Persons set forth on Schedule A to this Agreement (each, an Investor and collectively, the Investors), on the other hand.

Definitions. As used in this Agreement, the following terms shall have the following meanings: Additional Payments is defined in Section 7(a) hereof. Additional Shares means shares or other securities issued in respect of the Shares by reason of or in connection with any stock dividend, stock distribution, stock split or similar issuance. Affiliate means, as to any specified Person, (i) any Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the specified Person, (ii) any executive officer, director, trustee or general partner of the specified Person and (iii) any legal entity for which the specified Person acts as an executive officer, director, trustee or general partner. For purposes of this definition, control (including the correlative meanings of the terms controlled by and under common control with), as used with respect to any Person, shall mean the possession, directly, or indirectly through one or more intermediaries, of the power to direct or cause the direction of the management and policies of such Person, whether by contract, through the ownership of voting securities, partnership interests or other equity interests or otherwise. Agreement is defined in the introductory paragraph of this Agreement. Business Day means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New York are authorized or obligated by applicable law, regulation or executive order to close. Closing Date means the Closing Date as defined in the Stock Purchase Agreement. Commission means the United States Securities and Exchange Commission. Common Shares is defined in the first recital clause of this Agreement. Common Stock is defined in the first recital clause of this Agreement. Company is defined in the introductory paragraph of this Agreement, and any successor thereto. End of Suspension Notice is defined in Section 5(b) hereof. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission pursuant thereto. FINRA means the Financial Industry National Regulatory Agency. Holder means each record owner of any Registrable Shares from time to time. Investor and Investors have the meanings specified therefor in the introductory paragraph of this Agreement. Losses is defined in Section 6(a) hereof. Mandatory Registration Statement means the Mandatory Shelf Registration Statement or any Subsequent Shelf Registration Statement. Mandatory Shelf Registration Statement is defined in Section 2(a) hereof. NYSE means The New York Stock Exchange, Inc. or any other national securities exchange on which the Common Stock is listed. Offering is defined in the first recital clause of this Agreement. Person means an individual, limited liability company, partnership, corporation, trust, unincorporated organization, government or agency or political subdivision thereof, or any other legal entity. Preferred Shares is defined in the first recital clause of this Agreement. Preferred Stock is defined in the first recital clause of this Agreement. Prospectus means the prospectus included in any Registration Statement, including any preliminary prospectus, and all other amendments and supplements to any such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference, if any, in such prospectus. Registrable Shares means the Common Shares and any Additional Shares in respect thereof, in each case, upon original issuance thereof, and at all times subsequent thereto, including upon the transfer thereof by the original holder or any subsequent holder, until, in the case of any such Common Shares or Additional Shares, as applicable, the earliest to occur of:

Definitions from Common Unit Purchase Agreement

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

Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated: Affiliate means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term control means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, for purposes of this Agreement, the Partnership and the Purchaser shall not be deemed to be Affiliates. Agreement has the meaning set forth in the introductory paragraph. Closing has the meaning specified in Section 2.2. Closing Date has the meaning specified in Section 2.2. Commission means the United States Securities and Exchange Commission. Common Unit Price means $8.5731. Common Units has the meaning specified in the recitals. Company Purchase Agreement means the Common Unit Purchase Agreement dated as of the date hereof by and between the Purchaser and American Cemeteries Infrastructure Investors, LLC. Delaware LP Act means the Delaware Revised Uniform Limited Partnership Act. Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder. General Partner means StoneMor GP LLC, a Delaware limited liability company and the general partner of the Partnership. Governmental Authority means, with respect to a particular Person, any country, state, county, city and political subdivision in which such Person or such Persons Property is located or that exercises valid jurisdiction over any such Person or such Persons Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authority that exercises valid jurisdiction over any such Person or such Persons Property. Unless otherwise specified, all references to Governmental Authority herein with respect to the Partnership mean a Governmental Authority having jurisdiction over the Partnership, its Subsidiaries or any of their respective Properties. Indemnified Party has the meaning specified in Section 6.3. Indemnifying Party has the meaning specified in Section 6.3. Knowledge shall mean, with respect to any party, the actual knowledge of the managers, directors or executive officers of such party or such partys managing member, as applicable. Law means any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation. Lien means any interest in Property securing an obligation owed to, or a claim by a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including any lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. Material Adverse Effect means a material adverse effect on (i) the financial condition, business, assets or results of operations of the Partnership Entities and their Subsidiaries, taken as a whole, and (ii) the ability of the Partnership to perform its obligations under this Agreement in full. Notwithstanding the foregoing, a Material Adverse Effect shall not include any effect resulting or arising from: (a) any change in general economic conditions in the industries or markets in which any of the Partnership Entities and their Subsidiaries operate that do not have a disproportionate effect on the Partnership Entities and their Subsidiaries, taken as a whole; (b) any engagement in hostilities pursuant to a declaration of war, or the occurrence of any military or terrorist attack; (c) changes in GAAP or other accounting principles, except to the extent such change has a disproportionate effect on the Partnership Entities and their Subsidiaries, taken as a whole; or (d) the announcement and pendency of the transactions contemplated hereby. NYSE means The New York Stock Exchange, Inc. Outstanding has the meaning set forth in the Partnership Agreement. Partnership has the meaning set forth in the introductory paragraph. Partnership Agreement means the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated September 9, 2008, including any amendments thereto. Partnership Entities and each a Partnership Entity means the General Partner and the Partnership. Partnership Related Parties has the meaning specified in Section 6.2. Person means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other form of entity. Per Un

Definitions from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT, dated as of October 31, 2016 (this Agreement), is entered into by and between AMERICAN MIDSTREAM PARTNERS, LP, a Delaware limited partnership (AMID), and Magnolia Infrastructure Holdings, LLC, a Delaware limited liability company (the Purchaser).

Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated: Affiliate means, with respect to a specified Person, any other Person, whether now in existence or hereafter created, directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, control (including, with correlative meanings, controlling, controlled by, and under common control with) 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 set forth in the introductory paragraph. AMID has the meaning set forth in the introductory paragraph. AMID Entities and each an AMID Entity means the General Partner, AMID and each of AMIDs Subsidiaries, other than those Subsidiaries which, individually or in the aggregate, would not constitute a significant subsidiary as defined in Regulation S-X. AMID Related Parties has the meaning specified in Section 6.2. AMID SEC Documents has the meaning specified in Section 3.10. Business Day means a day other than (i) a Saturday or Sunday or (ii) any day on which banks located in New York, New York, U.S.A. are authorized or obligated to close. Closing has the meaning specified in Section 2.2. Closing Date has the meaning specified in Section 2.2. Closing Fee means 1.5% of the Purchase Price which is payable to the Purchaser by AMID upon Closing to compensate the Purchaser for transaction costs. Code means the Internal Revenue Code of 1986, as amended. Commission means the United States Securities and Exchange Commission. Common Units means common units representing limited partnership interests in AMID. Delaware LP Act means the Delaware Revised Uniform Limited Partnership Act. Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder. General Partner means American Midstream GP, LLC, a Delaware limited liability company. Governmental Authority means, with respect to a particular Person, any country, state, county, city and political subdivision in which such Person or such Persons Property is located or that exercises valid jurisdiction over any such Person or such Persons Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authority that exercises valid jurisdiction over any such Person or such Persons Property. Unless otherwise specified, all references to Governmental Authority herein with respect to AMID mean a Governmental Authority having jurisdiction over AMID, its Subsidiaries or any of their respective Properties. Indemnified Party has the meaning specified in Section 6.3. Indemnifying Party has the meaning specified in Section 6.3. Law means any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation. Lien means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. For the purpose of this Agreement, a Person shall be deemed to be the owner of any Property that it has acquired or holds subject to a conditional sale agreement, or leases under a financing lease or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person in a transaction intended to create a financing. LP Units means units representing limited partnership interests in AMID other than the Series D Units. Material Adverse Effect has the meaning specified in Section 3.1. NYSE means The New York Stock Exchange, Inc. Operative Documents means, collectively, this Agreement, the Partnership Agreement Amendment, the Warrant, or any amendments, supplements, continuations or modifications thereto. Partnership Agreement means the Fifth Amended and Restated Agreement of Limited Partnership of AMID dated as of April 25, 2016, as amended by that certain Amendment No. 1 to the Fifth Amended and Restated Agreement of Limited Partnership of AMID, adopted effective as of May 1, 2016 and as further amended by the Partnership Agreement Amendment. Partnership Agreement Amendment means Amendment No. 2 to the Partnership Agreement, substantially in the form of Exhibit A, to be entered into and effectuated by the General Partner on the Closing Date. Person means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporat

Definitions from Common Stock Purchase Warrant

THIS IS TO CERTIFY that ATHYRIUM OPPORTUNITIES II ACQUISITION LP, a Delaware limited partnership, and its transferees, successors and assigns (the Holder), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, is entitled to purchase from APOLLO ENDOSURGERY, INC., a Delaware corporation (the Company), at the price of $1.2223 per share (the Exercise Price), at any time after the date hereof (the Commencement Date) and expiring on February 27, 2022 (the Expiration Date), 2,850,000 shares of the fully paid and non-assessable Common Stock of the Company (as such number may be adjusted as provided herein). The Aggregate Number (as defined below) as in effect on the Commencement Date represents the number of shares that as of the date hereof would constitute 2.04% of all issued and outstanding shares of Capital Stock of the Company on a Fully Diluted basis (as defined below). This Common Stock Purchase Warrant (this Warrant) is issued under and p

Definitions. As used herein, in addition to the terms defined elsewhere herein, the following terms shall have the following meanings. Capitalized terms not appearing below and not otherwise defined herein shall have the meaning ascribed to them in the Credit Agreement. Acquirer has the meaning set forth in Section 5(f)(i). Affiliate has the meaning set forth in the Credit Agreement. Aggregate Exercise Price has the meaning set forth in Section 2(a). Aggregate Number means, as of any date of determination, the number of shares of Common Stock which may be purchased pursuant to this Warrant (determined by giving effect to any adjustment hereunder or prior exercise hereof). For the avoidance of doubt, the Aggregate Number as of the Commencement Date is 2,850,000 shares of Common Stock. Business Day has the meaning set forth in the Credit Agreement. Capital Stock means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member, membership or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination. Certificate of Incorporation means the Fourth Amended and Restated Certificate of Incorporation of the Company, dated as of February 27, 2015 as the same may further be amended, restated, supplemented or otherwise modified and in effect from time to time in accordance with its terms. Change of Control means the occurrence of any of the following events: (a) a Change of Control (as defined in the Credit Agreement) or (b) a Deemed Liquidation Event. Closing Price Per Share equals $1.2223, subject to proportional adjustments upon the occurrence of an event specified in Section 6(a)(i). Commencement Date has the meaning set forth in the Preamble. Commission means the Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act or the Exchange Act. Common Stock includes (a) the Common Stock of the Company, par value $0.0001 per share, as described in the Certificate of Incorporation (as in effect on the date hereof), (b) any other class of Capital Stock of the Company hereafter authorized having the right to share in distributions either of earnings or assets without limit as to amount or percentage or (c) any other Capital Stock of the Company into which such Common Stock is reclassified or reconstituted. Company has the meaning set forth in the Preamble. Convertible Securities means evidences of indebtedness, shares of stock or other securities (including, but not limited to, any preferred stock, options and warrants) which are directly or indirectly convertible, exercisable or exchangeable, with or without payment of additional consideration in cash or property, for shares of Common Stock or any stock or securities convertible into or exchangeable for Common Stock, either immediately or upon the onset of a specified date or the happening of a specified event. Credit Agreement has the meaning set forth in the Preamble. Deemed Liquidation Event has the meaning set forth in the Certificate of Incorporation (as in effect on the date hereof). Distribution has the meaning set forth in Section 6(a)(ii). Event of Non-Compliance has the meaning set forth in Section 10(a). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, in each case as amended from time to time, or any successor thereto. Exempt Issuances has the meaning set forth in Section 6(a)(vi). Exercise Amount has the meaning set forth in Section 2(a). Exercise Price has the meaning set forth in the Preamble. Expiration Date has the meaning set forth in the Preamble. Fair Market Value Per Share means, as of a particular date, the fair market value per share as determined by the disinterested members of the Companys board of directors in good faith (based upon an arms length sale between a willing buyer and a willing seller) within 10 days of any event for which such determination is required and such determination (including the basis therefor) shall be promptly provided to the Holder. Notwithstanding the foregoing, (i) during such time that the Common Stock of the Company is listed for trading on a Principal Market, the Fair Market Value Per Share shall equal the closing price of a share of the Companys Common Stock as reported on the Companys Prin

Definitions from Common Unit Purchase Agreement

This COMMON UNIT PURCHASE AGREEMENT, dated as of September 29, 2016 (this Agreement), is by and among RICE MIDSTREAM PARTNERS LP, a Delaware limited partnership (the Partnership), and each of the purchasers listed on Schedule A hereof (each a Purchaser and collectively, the Purchasers).

Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated: Affiliate means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term control means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. Agreement has the meaning set forth in the introductory paragraph. Business Day means a day other than (i) a Saturday or Sunday or (ii) any day on which banks located in the State of Texas are authorized or obligated to close. Closing has the meaning specified in Section 2.2. Closing Date has the meaning specified in Section 2.2. Code has the meaning specified in Section 3.24. Commission means the United States Securities and Exchange Commission. Common Unit Price has the meaning specified in Section 2.1(b). Common Units means common units representing limited partnership interests in the Partnership. consent has the meaning set forth in Section 3.6. Conveyance has the meaning set forth in the recitals hereto. Delaware LLC Act means the Delaware Limited Liability Company Act. Delaware LP Act means the Delaware Revised Uniform Limited Partnership Act. EIG Managed Funds means EIG Energy XVI, L.P., EIG Energy Fund XVI-E, L.P. and EIG Holdings (RICE) Partners, LP. Enforceability Exceptions has the meaning specified in Section 3.7. Environmental Laws has the meaning specified in Section 3.23. ERISA has the meaning specified in Section 3.24. 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. Existing Registration Rights Agreements means (i) the Registration Rights Agreement dated December 22, 2014 between the Partnership and RMH and (ii) the Registration Rights Agreement dated November 10, 2015 between the Partnership and the other parties thereto. GAAP means U.S. generally accepted accounting principles. General Partner means Rice Midstream Management LLC, a Delaware limited liability company. General Partner Interest has the meaning specified in Section 3.2(d). General Partner LLC Agreement means the Amended and Restated Limited Liability Company Agreement of the General Partner, dated as of December 22, 2014. Governmental Authority means, with respect to a particular Person, any country, state, county, city and political subdivision in which such Person or such Persons property is located or that exercises valid jurisdiction over any such Person or such Persons property, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authority that exercises valid jurisdiction over any such Person or such Persons property. Unless otherwise specified, all references to Governmental Authority herein with respect to the Partnership mean a Governmental Authority having jurisdiction over the Partnership, its Subsidiaries or any of their respective properties or assets. GP Holdings means Rice Midstream GP Holdings LP, a Delaware limited partnership and subsidiary of RMH. Incentive Distribution Rights means all of the incentive distribution rights representing limited partner interests in the Partnership. Investment Company Act has the meaning specified in Section 3.33. Law means any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation. Lien means any interest in property securing an obligation owed to, or a claim by, a Person other than the owner of the property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. For the purpose of this Agreement, a Person shall be deemed to be the owner of any property that it has acquired or holds subject to a conditional sale agreement, or leases under a financing lease or other arrangement pursuant to which title to the property has been retained by or vested in some other Person in a transaction intended to create a financing. Material Adverse Effect has the meaning specified in Section 3.1. Money Laundering Laws has the meaning specified in Section 3.27. NYSE means The New York Stock Exchange, Inc. OFAC has the meaning specified in Section 3.28. Operating Company means Rice Midstream OpCo LLC, a Delaware limited liability company. Operating Company LLC Agreement means the Limited Liability Company Agreement of the Operating Company dated as of December 2, 2014. Operative Documents means, collectively, this

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT, dated as of September 20, 2016 (this Agreement) is entered into by and among CSI COMPRESSCO LP, a Delaware limited partnership (the Partnership), and each of the Persons set forth on Schedule A hereto (the Purchasers).

Definitions. As used in this Agreement, the following terms have the meanings indicated: Affiliate means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term control (including, with correlative meanings, controlled by and under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. For the avoidance of doubt, for purposes of this Agreement, (a) the Partnership Entities and the General Partner, on the one hand, and any Purchaser, on the other, shall not be considered Affiliates and (b) any fund or account managed, advised or subadvised, directly or indirectly, by a Purchaser or its Affiliates, shall be considered an Affiliate of such Purchaser. Agreement has the meaning set forth in the introductory paragraph of this Agreement. Allowable Grace Period has the meaning specified in Section 2.01(d). 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 has the meaning set forth in the Recitals of this Agreement. Commission means the United States Securities and Exchange Commission. Common Units means the common units representing limited partner interests in the Partnership and having the rights and obligations specified in the Partnership Agreement. Damages Start Date has the meaning specified in Section 2.01(b). Effective Date means the date of effectiveness of any Registration Statement. Effectiveness Period has the meaning specified in Section 1.02. Eligible Market means The New York Stock Exchange, Inc., the NYSE MKT LLC, The NASDAQ Global Select Market, The NASDAQ Capital Market or The NASDAQ Global Market. Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder. General Partner means CSI Compressco GP Inc., a Delaware corporation and the general partner of the Partnership. Grace Period has the meaning specified in Section 2.01(d). Holder means the record holder of any Registrable Securities. Holder Underwriter Registration Statement has the meaning specified in Section 2.02(p). Liquidated Damages has the meaning specified therefor in Section 2.01(b). Liquidated Damages Multiplier means the product of (i) the Purchase Price and (ii) the number of Registrable Securities then held by the applicable Holder. Losses has the meaning specified in 2.05(a). NASDAQ means the Nasdaq Global Market. Partnership has the meaning set forth in the introductory paragraph of this Agreement. Partnership Agreement means the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of August 8, 2016. Partnership Entities means, collectively the Partnership and the Partnerships majority owned Subsidiaries. Person means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization, government or any agency, instrumentality or political subdivision thereof or any other form of entity. PIK Units means additional Series A Preferred Units issued by the Partnership to the Purchasers as in-kind distributions pursuant to the terms of the Partnership Agreement. Purchase Agreement has the meaning set forth in the Recitals of this Agreement. Purchase Price has the meaning set forth in the Purchase Agreement. Purchased Units means the Series A Preferred Units to be issued and sold to the Purchasers pursuant to the Purchase Agreement. Purchasers has the meaning set forth in the introductory paragraph of this Agreement. Registration means any registration pursuant to this Agreement, including pursuant to a Registration Statement. Registrable Securities means 130% of the Common Units issuable upon conversion of the Purchased Units and the PIK Units (including any PIK Units issued pursuant to Section 2.01(b) and without regard to any limitation or conversion included in the Partnership Agreement), all of which are subject to the rights provided herein until such time as such securities cease to be Registrable Securities pursuant to Section 1.02. Registration Expenses has the meaning specified in Section 2.04(a). Registration Statement has the meaning specified in Section 2.01(a). Required Holders means the Holders of at least a majority of the Registrable Securities. Securities Act means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder. Selling Expenses has the meaning specified in Section 2.04(a). Selling Holder means a Holder who is se