New York Uses in Certain Definitions Clause

Certain Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into effective as of , 2017, among Hyperdynamics Corporation, a Delaware corporation (the Company), each of the persons who have executed omnibus or counterpart signature page(s) hereto (each, a Subscriber and, collectively, the Subscribers), the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (collectively, the Brokers), and the other person(s) named on the signature pages hereto holding in the aggregate up to 700,000 shares of Common Stock (the Other Holders).

Certain Definitions. Capitalized terms used herein without definition have the meanings ascribed to them in the Subscription Agreement. As used in this Agreement, the following terms shall have the following respective meanings: Approved Market means OTC Markets Group, the OTC Bulletin Board, The Nasdaq Stock Market, the New York Stock Exchange (organization) values">New York Stock Exchange or the NYSE Amex (in any listing or quotation tier of any of the foregoing). Blackout Period means, with respect to a registration, a period during which the Company, in the good faith judgment of its board of directors, determines (because of the existence of, or in anticipation of, any acquisition, financing activity, or other transaction involving the Company, or the unavailability for reasons beyond the Companys control of any required financial statements, disclosure of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company) that the registration and distribution of the Registrable Securities to be covered by such registration statement, if any, or the filing of an amendment to such registration statement in the circumstances described in Section 4(g), would be seriously detrimental to the Company and its stockholders, in each case commencing on the day the Company notifies the Holders that they are required, because of the determination described above, to suspend offers and sales of Registrable Securities and ending on the earlier of (1) the date upon which the material non-public information resulting in the Blackout Period is disclosed to the public or ceases to be material and (2) such time as the Company notifies the selling Holders that sales pursuant to such Registration Statement or a new or amended Registration Statement may resume; provided, however, that no Blackout Period shall extend for a period of more than fifteen (15) consecutive Trading Days (except for a Blackout Period arising from the filing of a post-effective amendment to the Registration Statement to update the prospectus therein to include the information contained in the Companys Annual Report on Form 10-K, which Blackout Period may extend for the amount of time reasonably required to respond to comments of the staff of the Commission (the Staff) on such amendment). Business Day means any day of the year, other than a Saturday, Sunday, or other day on which banks in the State of New York are required or authorized to close. Commission means the U. S. Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. Common Stock means the common stock, par value $0.001 per share, of the Company and any and all shares of capital stock or other equity securities of: (i) the Company which are added to or exchanged or substituted for the Common Stock by reason of the declaration of any stock dividend or stock split, the issuance of any distribution or the reclassification, readjustment, recapitalization or other such modification of the capital structure of the Company; and (ii) any other corporation, now or hereafter organized under the laws of any state or other governmental authority, with which the Company is merged, which results from any consolidation or reorganization to which the Company is a party, or to which is sold all or substantially all of the shares or assets of the Company, if immediately after such merger, consolidation, reorganization or sale, the Company or the stockholders of the Company own equity securities having in the aggregate more than 50% of the total voting power of such other corporation. Effective Date means the date of the final closing of the Offering. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. Family Member means (a) with respect to any individual, such individuals spouse, any descendants (whether natural or adopted), any trust all of the beneficial interests of which are owned by any of such individuals or by any of such individuals together with any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, the estate of any such individual, and any corporation, association, partnership or limited liability company all of the equity interests of which are owned by those above described individuals, trusts or organizations and (b) with respect to any trust, the owners of the beneficial interests of such trust. Holder means (i) each Subscriber or any of such Subscribers respective successors and Permitted Assignees who acquire rights in accordance with this Agreement with respect to any Registrable Securities directly or indirectly from a Subscriber or from any Permitted Assignee, (ii) each Broker or any of such Brokers respective successors and Permitted Assignees who acquire rights in accordance with this Agreement with respect to any Registrable Securities directly or indirectly from a Broker or from any Permitted Assig

Certain Definitions

Superior Industries International, Inc., a corporation organized and existing under the laws of the State of Delaware (the Corporation), hereby certifies that, pursuant to authority vested in the Board of Directors of the Corporation by Article Four of the Certificate of Incorporation of the Corporation (the Certificate of Incorporation), the following resolutions were adopted on March 22, 2017 by the Board of Directors of the Corporation (the Board) pursuant to Section 151 of the Delaware General Corporation Law:

Certain Definitions. As used in this Certificate of Designations, Preferences and Rights of Series A Perpetual Convertible Preferred Stock (the Series A Preferred Stock) and Series B Perpetual Convertible Preferred Stock (the Series B Preferred Stock, and, together with the Series A Preferred Stock, the Preferred Stock) of Superior Industries International, Inc. (the Certification of Designations), the following terms shall have the respective meanings set forth below: Affiliate, means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, such specified Person; provided that the Corporation and its subsidiaries shall not be deemed to be Affiliates of any Holder or any of their Affiliates. For the purposes of this definition, control, when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Approved Stock Plan means any employee benefit plan, equity incentive plan or other issuance, employment agreement or option grant or similar agreement which has been approved by the Board, pursuant to which the Corporations securities may be issued to any employee, consultant, officer or director for services provided to the Corporation. For the avoidance of doubt, Approved Stock Plan shall include all shares reserved for issuance pursuant to such Approved Stock Plan, and any increases to such share reserve that occur automatically or by stockholder approval on or after the Closing Date. Bloomberg means Bloomberg Financial Markets and its successors. Board means the board of directors of the Corporation. Business Day means any day except a Saturday, a Sunday or other day on which the U.S. Securities and Exchange Commission or banking institutions in New York, New York are authorized or required by law, regulation or executive order to be closed. Closing Date means the date of the initial closing of the purchase and sale of Preferred Stock pursuant to Section 2.02 of the Investment Agreement. Closing Price of the Common Stock on any date of determination means the closing sale price or, if no closing sale price is reported, the last reported sale price, of shares of Common Stock on the New York Stock Exchange (organization) values">New York Stock Exchange on such date. If the Common Stock is not traded on the New York Stock Exchange on any date of determination, the Closing Price of the Common Stock on such date of determination means the closing sale price as reported in the composite transactions for the principal United States securities exchange or automated quotation system on which the Common Stock is so listed or quoted, or, if no closing sale price is reported, the last reported sale price on the principal United States securities exchange or automated quotation system on which the Common Stock is so listed or quoted, or if the Common Stock is not so listed or quoted on a United States securities exchange or automated quotation system, the last quoted bid price for the Common Stock in the over-the-counter market as reported by OTC Market Group, Inc. or any similar organization, or, if that bid price is not available, the market price of the Common Stock on that date as determined by an Independent Financial Advisor retained by the Corporation for such purpose. Common Stock means the common stock, par value $0.01 per share, of the Corporation, including the stock into which the Preferred Stock is convertible, and any securities into which the Common Stock may be reclassified. Common Stock Equivalents means any securities of the Corporation or its subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Conversion Price means $28.162, subject to adjustment as provided herein. Conversion Rate means, as of any date, the rate determined by dividing the Stated Value by the Conversion Price in effect on such date. Conversion Shares means the shares of Common Stock into which the Preferred Stock is convertible. Convertible Securities means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock. Current Market Price means, for each share of Common Stock as of any applicable record date for any issuance, distribution, dividend or other action, the arithmetic average of the VWAP per share of Common Stock for each of the thirty (30) consecutive full Trading Days ending on the Trading Day before the record date with respect to such issuance, distribution, dividend or other action, as the cas

Certain Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (this Agreement), is made as of [*], 2017, by and among (i) Cannae Holdings, Inc., a Delaware corporation (Splitco), (ii) [*], a [*] ([*]), and (iii) [*], a [*] ([*]), and is effective as of the date hereof. Certain capitalized terms are defined in Section 1. Each of [*] and [*] are referred to herein individually as Holder and, collectively as the Holders.

Certain Definitions. As used herein, the following terms shall have the following meanings: Additional Piggyback Rights has the meaning ascribed to such term in Section 2.2(d). Affiliate means, as to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person. For this purpose, control (including, with its correlative meanings, controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership, membership, limited liability company or other ownership interests, by contract or otherwise. Notwithstanding the foregoing, for purposes of this Agreement, (i) none of FNF or any of its Subsidiaries shall be deemed to be Affiliates of Splitco or any of its Subsidiaries and (ii) none of Splitco or any of its Subsidiaries shall be deemed to be Affiliates of FNF or any of its Subsidiaries, in each case, for any periods prior to or following the Closing. Agreement means this Registration Rights Agreement, as this agreement may be amended, modified, supplemented or restated from time to time after the date hereof. automatic shelf registration statement has the meaning ascribed to such term in Section 2.4(v). Beneficial Ownership shall mean, with respect to a specified Person, the ownership of securities as determined in accordance with Rule 13d-3 of the Exchange Act, as such Rule is in effect from time to time. The terms Beneficially Own and Beneficial Owner shall have a correlative meaning. Board means the board of directors of Splitco. Business Day shall mean a day other than a Saturday, Sunday, federal or New York State (organization) values">New York State holiday or other day on which commercial banks in the City of New York are authorized or required by law or other governmental action to close. Claims has the meaning ascribed to such term in Section 2.9(a). Common Stock Equivalents means all options, warrants and other securities convertible into, or exchangeable or exercisable for (at any time or upon the occurrence of any event or contingency and without regard to any vesting or other conditions to which such securities may be subject) Splitco Common Stock. Demand Exercise Notice has the meaning ascribed to such term in Section 2.1(a)(ii). Demand Registration has the meaning ascribed to such term in Section 2.1(a)(i). Demand Registration Request has the meaning ascribed to such term in Section 2.1(a)(i). Eligible Block Participants shall mean (i) [*] and (ii) [*]. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC issued under such Act, as they may from time to time be in effect. Expenses means any and all fees and expenses incident to Splitcos performance of or compliance with Section 2, including, without limitation: (i) SEC, stock exchange or FINRA registration and filing fees and all listing fees and fees with respect to the inclusion of securities on the New York Stock Exchange (organization) values">New York Stock Exchange or on any other securities market on which the Splitco Common Stock are listed or quoted, (ii) fees and expenses of compliance with state securities or blue sky laws of any state or jurisdiction of the United States or compliance with the securities laws of foreign jurisdictions and in connection with the preparation of a blue sky survey, including, without limitation, reasonable fees and expenses of outside blue sky counsel and securities counsel in foreign jurisdictions, (iii) printing and copying expenses, (iv) messenger and delivery expenses, (v) expenses incurred in connection with any road show, (vi) fees and disbursements of counsel for Splitco, (vii) with respect to each registration or underwritten offering, the fees and disbursements of one counsel for [*] and [*], together with any local counsel, (viii) fees and disbursements of all independent public accountants (including the expenses of any audit and/or cold comfort letter and updates thereof) and fees and expenses of other Persons, including special experts, retained by Splitco, (ix) fees and expenses payable to a Qualified Independent Underwriter, (x) fees and expenses of any transfer agent or custodian, (xi) any other fees and disbursements of underwriters, if any, customarily paid by issuers or sellers of securities and (xii) expenses for securities law liability insurance and, if any, rating agency fees. FINRA means the Financial Industry Regulatory Authority, Inc. Holder or Holders means (1) any Person who is a signatory to this Agreement or (2) any Permitted Transferee to whom any Person who is a signatory to this Agreement shall assign or transfer any rights hereunder, provided, that such transferee has executed and delivered a Joinder and has thereby agreed in writing to be bound by this Agreement in respect of such Registrable Securities. Initiating Holders has the meaning ascribed

Certain Definitions from Amendment to Third Amended and Restated Credit

THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT is dated as of November 19, 2013 and is made by and among TRIUMPH GROUP, INC., a Delaware corporation ("TGI"), the other BORROWERS (as hereinafter defined), the GUARANTORS (as hereinafter defined), the BANKS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent for the Banks under this Agreement (hereinafter referred to in such capacity together with its successors and assigns, as the "Administrative Agent").

Certain Definitions. In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise:Administrative Agent shall mean PNC Bank, National Association, and its successors and assigns, in its capacity as administrative agent hereunder.Administrative Agent's Fee shall have the meaning assigned to that term in Section 10.15.Administrative Agent's Letter shall have the meaning assigned to that term in Section 10.15.Aerostructures Bankruptcy Effective Date shall mean the date on which the Aerostructures Entities (or any of them) commence Voluntary Insolvency Proceedings.Aerostructures Bankruptcy Period shall mean the period commencing on the Aerostructures Bankruptcy Effective Date and ending on the date that such Voluntary Insolvency Proceedings have been dismissed or otherwise resolved, in each case, to the satisfaction of the Administrative Agent.Aerostructures Entities shall mean each of Triumph Aerostructures Holdings, LLC, Triumph Aerostructures, LLC, Triumph Aerostructures Real Estate Investment Co., LLC, Triumph Aerostructures - Tulsa, LLC, VAC Industries, Inc. and Triumph Structures - Everett, Inc.Aerostructures Filing Entities shall mean any Aerostructures Entities that are the subject of any Voluntary Insolvency Proceeding and all Subsidiaries of such Aerostructures Entities, whether or not subject to such Voluntary Insolvency Proceeding.Aerostructures Filing Event of Default shall mean an Event of Default under Sections 9.1.3, 9.1.8, 9.1.10, 9.1.11, 9.1.12 and/or 9.1.15 with respect to any Aerostructures Filing Entity in connection with a Voluntary Insolvency Proceeding by the Aerostructures Entities (or any of them) in accordance with, and subject to, Section 9.1.15.Affiliate as to any Person shall mean any other Person (i) which directly or indirectly controls, is controlled by, or is under common control with such Person, (ii) which beneficially owns or holds 10% or more of any class of the voting or other equity interests of such Person, or (iii) 10% or more of any class of voting interests or other equity interests of which is beneficially owned or held, directly or indirectly, by such Person. "Control", as used in this definition, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, including the power to elect a majority of the directors or trustees of a corporation or trust, as the case may be.Adjusted Funding Target Attainment Percentage shall mean the adjusted funding target attainment percentage as defined in Sections 206(g)(9) of ERISA and 436(j)(2) of the Internal Revenue Code.Agreement shall mean this Third Amended and Restated Credit Agreement, as the same may be supplemented, amended or restated from time to time, including all schedules and exhibits.Ancillary Security Documents shall mean title insurance, existing or otherwise available surveys, lien searches, flood insurance certifications, phase I environmental assessments or phase II environmental assessments, as applicable, opinions of counsel and such other documents and certifications as may be reasonably requested by the Administrative Agent, all as of a recent date and reasonably satisfactory to the Administrative Agent.Anti-Corruption Laws shall mean all laws, rules, and regulations of any jurisdiction applicable to any Borrower or any of their Subsidiaries from time to time concerning or relating to bribery or corruption.Anti-Terrorism Laws shall mean any Laws relating to terrorism, trade sanctions, programs and embargoes, import/export licensing, money laundering or bribery, and any regulation, order, or directive promulgated, issued or enforced pursuant to such Laws, all as amended, supplemented or replaced from time to time.Applicable Pro Forma Reporting Period shall mean with respect to any Permitted Acquisition, the most recent 4-quarter period ending prior to the date of such Permitted Acquisition for which financial statements have been delivered (or were due to be delivered) by the Borrowers in accordance with Sections 8.3.1 or 8.3.2.Approved Fund shall mean any Fund that is administered or managed by (i) a Bank, (ii) an Affiliate of a Bank or (iii) an entity or an Affiliate of an entity that administers or manages a Bank.ASC 715-30 shall mean the U.S. GAAP Codification of Accounting Standards, Topic 715-30 [Defined Benefit Plans - Pensions].Assignment and Assumption Agreement shall mean an Assignment and Assumption Agreement by and among a Purchasing Bank, the Transferor Bank and the Administrative Agent, as Administrative Agent and on behalf of the remaining Banks, substantially in the form of Exhibit 1.1(A).Authorized Officer shall mean those individuals, designated by written notice to the Administrative Agent from TGI, as agent for each Bo

CERTAIN DEFINITIONS from Promissory Note

FOR VALUE RECEIVED, FORTRESS BIOTECH, INC., a Delaware corporation (the "Company"), hereby promises to pay to the order of [NAM BIOTECH FUND II, LLC - SERIES I / NAM SPECIAL SITUATIONS FUND I QP, LLC - FBIO SERIES I] or its registered assigns ("Holder") the amount set out above as the Original Principal Amount (the "Principal") on the Maturity Date (as defined below), and to pay interest ("Interest") on any outstanding Principal (as defined below) at the applicable Interest Rate (as defined below) from the date set out above as the Original Issuance Date (the "Issuance Date") until the same becomes due and payable. This Promissory Note (including all Promissory Notes issued in exchange, transfer or replacement hereof, as amended, supplemented or otherwise modified from time to time, this "Note") is one of an issue of Promissory Notes issued pursuant to the Note Purchase Agreements (as defined below) on the Closing Dates (as defined below) (collectively, the "Notes"). Certain capitalize

CERTAIN DEFINITIONS. For purposes of this Note, the following terms shall have the following meanings:

Certain Definitions from Amendment to Third Amended and Restated Credit

THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT is dated as of November 19, 2013 and is made by and among TRIUMPH GROUP, INC., a Delaware corporation ("TGI"), the other BORROWERS (as hereinafter defined), the GUARANTORS (as hereinafter defined), the BANKS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent for the Banks under this Agreement (hereinafter referred to in such capacity together with its successors and assigns, as the "Administrative Agent").

Certain Definitions. In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise:Administrative Agent shall mean PNC Bank, National Association, and its successors and assigns, in its capacity as administrative agent hereunder.Administrative Agent's Fee shall have the meaning assigned to that term in Section 10.15.Administrative Agent's Letter shall have the meaning assigned to that term in Section 10.15.Aerostructures Bankruptcy Effective Date shall mean the date on which the Aerostructures Entities (or any of them) commence Voluntary Insolvency Proceedings.Aerostructures Bankruptcy Period shall mean the period commencing on the Aerostructures Bankruptcy Effective Date and ending on the date that such Voluntary Insolvency Proceedings have been dismissed or otherwise resolved, in each case, to the satisfaction of the Administrative Agent.Aerostructures Entities shall mean each of Triumph Aerostructures Holdings, LLC, Triumph Aerostructures, LLC, Triumph Aerostructures Real Estate Investment Co., LLC, Triumph Aerostructures - Tulsa, LLC, VAC Industries, Inc. and Triumph Structures - Everett, Inc.Aerostructures Filing Entities shall mean any Aerostructures Entities that are the subject of any Voluntary Insolvency Proceeding and all Subsidiaries of such Aerostructures Entities, whether or not subject to such Voluntary Insolvency Proceeding.Aerostructures Filing Event of Default shall mean an Event of Default under Sections 9.1.3, 9.1.8, 9.1.10, 9.1.11, 9.1.12 and/or 9.1.15 with respect to any Aerostructures Filing Entity in connection with a Voluntary Insolvency Proceeding by the Aerostructures Entities (or any of them) in accordance with, and subject to, Section 9.1.15.Affiliate as to any Person shall mean any other Person (i) which directly or indirectly controls, is controlled by, or is under common control with such Person, (ii) which beneficially owns or holds 10% or more of any class of the voting or other equity interests of such Person, or (iii) 10% or more of any class of voting interests or other equity interests of which is beneficially owned or held, directly or indirectly, by such Person. "Control", as used in this definition, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, including the power to elect a majority of the directors or trustees of a corporation or trust, as the case may be.Adjusted Funding Target Attainment Percentage shall mean the adjusted funding target attainment percentage as defined in Sections 206(g)(9) of ERISA and 436(j)(2) of the Internal Revenue Code.Agreement shall mean this Third Amended and Restated Credit Agreement, as the same may be supplemented, amended or restated from time to time, including all schedules and exhibits.Ancillary Security Documents shall mean title insurance, existing or otherwise available surveys, lien searches, flood insurance certifications, phase I environmental assessments or phase II environmental assessments, as applicable, opinions of counsel and such other documents and certifications as may be reasonably requested by the Administrative Agent, all as of a recent date and reasonably satisfactory to the Administrative Agent.Anti-Corruption Laws shall mean all laws, rules, and regulations of any jurisdiction applicable to any Borrower or any of their Subsidiaries from time to time concerning or relating to bribery or corruption.Anti-Terrorism Laws shall mean any Laws relating to terrorism, trade sanctions, programs and embargoes, import/export licensing, money laundering or bribery, and any regulation, order, or directive promulgated, issued or enforced pursuant to such Laws, all as amended, supplemented or replaced from time to time.Applicable Pro Forma Reporting Period shall mean with respect to any Permitted Acquisition, the most recent 4-quarter period ending prior to the date of such Permitted Acquisition for which financial statements have been delivered (or were due to be delivered) by the Borrowers in accordance with Sections 8.3.1 or 8.3.2.Approved Fund shall mean any Fund that is administered or managed by (i) a Bank, (ii) an Affiliate of a Bank or (iii) an entity or an Affiliate of an entity that administers or manages a Bank.ASC 715-30 shall mean the U.S. GAAP Codification of Accounting Standards, Topic 715-30 [Defined Benefit Plans - Pensions].Assignment and Assumption Agreement shall mean an Assignment and Assumption Agreement by and among a Purchasing Bank, the Transferor Bank and the Administrative Agent, as Administrative Agent and on behalf of the remaining Banks, substantially in the form of Exhibit 1.1(A).Authorized Officer shall mean those individuals, designated by written notice to the Administrative Agent from TGI, as agent for each Bo

Certain Definitions

Biolase, Inc., a Delaware corporation (the Corporation), hereby certifies that the following resolution was duly approved and adopted by the Board of Directors of the Corporation (the Board of Directors) at a meeting of the Board of Directors, which resolution remains in full force and effect on the date hereof:

Certain Definitions. Unless the context otherwise requires, the terms defined in this Section 2 shall have, for all purposes of this resolution, the meanings specified (with terms defined in the singular having comparable meanings when used in the plural). Affiliate means any person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person, as such terms are used in and construed under Rule 405 under the Securities Act. Board of Directors shall have the meaning set forth in the preamble to this Certificate of Designations. Bylaws shall have the meaning set forth in the preamble to this Certificate of Designations. Certificate of Incorporation shall have the meaning set forth in the preamble to this Certificate of Designations. Common Stock shall mean the common stock, par value $0.001 per share, of the Corporation. Conversion Date shall have the meaning ascribed to such term in Section 6(d). Conversion Price shall mean $1.24, subject to adjustment from time to time in accordance with Section 6(c). Corporation shall have the meaning set forth in the preamble to this Certificate of Designations. Deemed Liquidation shall mean a consolidation or merger of the Corporation with or into any other person or persons, a statutory share exchange, the sale of all or substantially all of the Corporations assets or the sale of capital stock in one or more related transactions wherein the stockholders of the Corporation immediately prior to the effectiveness of such transaction or transactions hold less than 50% of the capital stock of the Corporation or the surviving entity immediately after such transaction. DGCL shall have the meaning set forth in the preamble to this Certificate of Designations. Dividend Period shall have the meaning ascribed to such term in Section 4(a)(i). Fair Market Value shall mean, with respect to any listed security, its Market Price, and with respect to any property or assets other than cash or listed securities, the fair value thereof determined in good faith by the Board of Directors. Initial Dividend Rate shall have the meaning set forth in Section 4(a)(i). Initial Issue Date shall mean the date that shares of Series D Preferred Stock are first issued by the Corporation. Junior Securities shall have the meaning set forth in Section 8(c). LIBOR shall mean the daily rate of interest as published in the Money Rates section of The Wall Street Journal as London Interbank Offered Rates (Libor) with a term of three (3) months. If The Wall Street Journal ceases to publish the London Interbank Offered Rates (Libor), the Corporation may select a substitute publication or service that publishes the London Interbank Offered Rates (Libor), or its equivalent. Liquidation shall have the meaning ascribed to such term in Section 5(a). Market Price shall mean, as to any class of listed securities, the average of the closing prices of such securitys sales on all United States securities exchanges on which such security may at the time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted by Nasdaq or a major non-U.S. exchange, but not on the basis of pink sheets, as of 4:00 P.M., New York time, on such day or any successor organization, in each such case averaged over a period of twenty-one (21) days consisting of the day (or if such day is not a trading day, the immediately preceding trading day) as of which Market Price is being determined and the twenty (20) consecutive trading days prior to such day. Nasdaq shall mean the Nasdaq Stock Market LLC. Parity Securities shall have the meaning set forth in Section 8(b). Participating Dividends shall have the meaning ascribed to such term in Section 4(b). person shall mean any individual, partnership, company, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or agency or political subdivision thereof, or other entity. Preferred Stock shall have the meaning set forth in the preamble to this Certificate of Designations. Redemption Date shall have the meaning ascribed to such term in Section 7(b). Redemption Price shall have the meaning ascribed to such term in Section 7(a). Regular Dividend Payment Date shall have the meaning ascribed to such term in Section 4(a)(i). Regular Dividends shall have the meaning ascribed to such term in Section 4(a)(i). Requisite Holders shall mean the holders of at least a majority of the then outstanding shares of Series D Preferred Stock. Requisite Stockholder Approval shall have the meaning ascribed to it in the Securities Purchase Agreement. Securities Act shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Securities Pur

Certain Definitions from First Supplemental Indenture

FIRST SUPPLEMENTAL INDENTURE dated as of April 10, 2017 (Supplemental Indenture) by and between CIMAREX ENERGY CO., a Delaware corporation (as further defined in the Base Indenture referred to below, the Company), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (as further defined in the Base Indenture, the Trustee), supplementing the Indenture dated as of April 10, 2017 by and between the Company and the Trustee (the Base Indenture and, as supplemented by this Supplemental Indenture, the Indenture).

Certain Definitions. Section 101 of the Base Indenture is hereby amended by adding the following definitions in their proper alphabetical order which, in the event of a conflict with the definition of terms in the Base Indenture, shall supersede and replace the corresponding definitions in the Base Indenture. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Base Indenture. The rules of construction set forth in Section 101 of the Base Indenture shall be applied hereto as if set forth in full herein, except that unless the context indicates otherwise, references in this Supplemental Indenture to an Article or Section refer to an Article or Section of this Supplemental Indenture, as the case may be. Bankruptcy Law means Title 11 of the United States Code or any similar federal, state or foreign law for the relief of debtors. Board of Directors means, (i) as to any Person that is a corporation, the board of directors of such Person or any duly authorized committee thereof, (ii) as to any Person that is a partnership (general or limited), the Board of Directors of a general partner of such partnership or any duly authorized committee thereof, or (iii) with respect to any other Person, the Person or group of Persons serving a similar function or any duly authorized committee thereof. Business Day means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required by law to close. Capital Stock of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including, without limitation, any preferred stock and limited liability company or partnership interests (whether general or limited) of such Person, but excluding any debt securities convertible or exchangeable into such equity. Change of Control means:

Certain Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of , 2017, is entered into by and among Liberty Oilfield Services Inc., a Delaware corporation (the Company), and each of the other parties listed on the signature pages hereto (the Initial Holders and, together with the Company, the Parties).

Certain Definitions. As used in this Agreement, the following terms have the meanings indicated: Affiliate means, with respect to any specified Person, a Person that directly or indirectly Controls or is Controlled by, or is under common Control with, such specified Person. For purposes hereof, the Company and its subsidiaries shall not be deemed to be an Affiliate of Riverstone. Automatic Shelf Registration Statement means an automatic shelf registration statement as defined under Rule 405. Board means the board of directors of the Company. Business Day means any day other than a Saturday, Sunday, any federal holiday or any other day on which banking institutions in the State of New York are authorized or required to be closed by law or governmental action. Commission means the Securities and Exchange Commission or any other federal agency then administering the Securities Act or Exchange Act. Common Stock means the Class A common stock, par value $0.01 per share, of the Company. Company Securities means any equity interest of any class or series in the Company. Control (including the terms Controls, Controlled by and under common Control with) means the possession, direct or indirect, of the power to (a) direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise or (b) vote 10% or more of the securities having ordinary voting power for the election of directors of a Person. Effective Date means the time and date that a Registration Statement is first declared effective by the Commission or otherwise becomes effective. Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder. Holder means (a) R/C Holdings unless and until R/C Holdings ceases to hold any Registrable Securities, (b) R/C Partnership unless and until R/C Partnership ceases to hold any Registrable Securities, (c) Laurel Road I unless and until Laurel Road I ceases to hold any Registrable Securities, (d) Laurel Road II unless and until Laurel Road II ceases to hold any Registrable Securities, (e) Spruce unless and until Spruce ceases to hold any Registrable Securities, (f) each of Christopher A. Wright, C. Mark Pearson, Paul G. Vitek, Duane Fadness, Bob Schulz, Larry Griffin, Leen Weijers, Jim Brady, Glenn Dighero, Tim Hohn, Jason Galacia, S. Scott Tiedgen, Michael Stock, Ron Gusek, Tom Riedel and SRE, in each case unless and until such Person ceases to hold any Registrable Securities, and (g) any holder of Registrable Securities to whom registration rights conferred by this Agreement have been transferred in compliance with Section 9(e) hereof; provided, that any Person referenced in clause (g) shall be a Holder only if such Person agrees in writing to be bound by and subject to the terms set forth in this Agreement. Initiating Holder means the Sponsoring Holder delivering the Demand Notice or the Underwritten Offering Notice, as applicable. Laurel means Laurel Road I and Laurel Road II. Laurel Road I means Laurel Road, LLC, a California limited liability company. Laurel Road II means Laurel Road II, LLC, a California limited liability company. Material Adverse Change means (a) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (b) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (c) a material outbreak or escalation of armed hostilities or other international or national calamity involving the United States or the declaration by the United States of a national emergency or war or a change in national or international financial, political or economic conditions, or (d) any event, change, circumstance or effect that is or is reasonably likely to be materially adverse to the business, properties, assets, liabilities, condition (financial or otherwise), operations, results of operations or prospects of the Company and its subsidiaries taken as a whole. Person means an individual, corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, estate, trust, government (or an agency or subdivision thereof) or other entity of any kind. Proceeding means any action, claim, suit, proceeding or investigation (including a preliminary investigation or partial proceeding, such as a deposition) pending or, to the knowledge of the Company, to be threatened. Prospectus means the prospectus included in a Registration Statement (including a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A, Rule 430B or Rule 430C promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms o

CERTAIN DEFINITIONS from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is entered into as of May 2, 2016, and effective as of the Effective Date (as defined below), by and among Five Point Holdings, LLC, a Delaware limited liability company f/k/a Newhall Holding Company, LLC (the Company), and the persons named on Exhibit A hereto (collectively with any Assignee pursuant to Section 15 hereof, the Holders). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in Section 1.

CERTAIN DEFINITIONS. As used in this Agreement, in addition to the other terms defined herein, the following capitalized defined terms, as used herein, have the following meanings: Affiliate of any Person means any other Person directly or indirectly controlling or controlled by or under common control with such Person. For the purposes of this definition, control, when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Agreement has the meaning set forth in the preamble to this Agreement. Assignee has the meaning set forth in Section 15 hereof. Business Day means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to be closed. Class A Common Shares means Class A Common Shares of the Company (or any other interests issued in respect of those shares as a result of a unit split, combination, distribution or other recapitalization event applying to all such shares). Closing Price means the last reported sale price of a Class A Common Share regular way on a given day or, in case no such sale takes place on such day, the average of the reported closing bid and asked prices regular way, in each case on the NYSE or such other principal national securities exchange on which the Class A Common Shares are then listed or admitted to trading, or, if the Class A Common Shares are not listed or admitted to trading on any national securities exchange, the average of the closing bid and asked prices as furnished by any nationally recognized member of FINRA selected from time to time by the Company, reasonably and in good faith, for that purpose, or, if no such prices are furnished, the fair market value of a Class A Common Share, as determined in good faith by the Companys board of directors. Commission means the Securities and Exchange Commission. Company has the meaning set forth in the preamble to this Agreement. Contributing Investors means UST Lennar HW Scala SF Joint Venture, LenFive, LLC, FPC-HF Venture I, LLC, Lennar Homes of California, Inc. and Emile Haddad. Contribution and Sale Agreement has the meaning set forth in the recitals to this Agreement. Demand Registration Notice has the meaning set forth in Section 3(b) hereof. Demand Registration Statement has the meaning set forth in Section 3(b) hereof. Effective Date means the first trading day following the date on which the Companys Registration Statement on Form S-11 with respect to its IPO is declared effective by the Commission. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Existing Holder means any Holder of Class A Common Shares as of the date hereof. Five Point Land means Five Point Land, LLC, a Delaware limited liability company f/k/a Newhall Land Development, LLC. Holders has the meaning set forth in the preamble to this Agreement. For purposes of this Agreement, (i) any Holder of OP Units shall be deemed to hold a number of Registrable Shares equal to the number of Class A Common Shares issuable in exchange for such OP Units, and (ii) any Holder of Hunters Point Units shall be deemed to hold a number of Registrable Shares equal to the number of Class A Common Shares issuable in exchange for the number of OP Units for which such Hunters Point Units are exchangeable pursuant to the Hunters Point LLC Agreement. Hunters Point Units means Class A units of membership interest in the Hunters Point Venture (or any other interests issued in respect of those units as a result of a unit split, combination, distribution or other recapitalization event applying to all such units). Hunters Point Venture means The Shipyard Communities, LLC, a Delaware limited liability company. Hunters Point LLC Agreement means the Second Amended and Restated Operating Agreement of The Shipyard Communities, LLC, to be entered into at the closing under the Contribution and Sale Agreement, as the same may be amended, modified or restated from time to time. Indemnified Party has the meaning set forth in Section 8 hereof. Indemnifying Party has the meaning set forth in Section 8 hereof. IPO has the meaning set forth in the recitals to this Agreement. Minimum Offering Condition means (i) with respect to any Demand Registration Notice, that the Holder or Holders delivering the Demand Registration Notice are requesting in such notice that the Company include in the Demand Registration Statement Shares of such Holders (or in the case of Holders of Units, that such Holders desire to sell Units to the Company as described in Section 3(b)) that, in the aggregate, have a value equal to or greater than Fifty Million Dollars ($50,000,000), based upon the Closing Price as of the last trad