New York Uses in Certain Definitions Clause

Certain Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER, dated as of January 13, 2017 (this Agreement), is entered into by and among NOBLE ENERGY, INC., a Delaware corporation (Parent), WILD WEST MERGER SUB, INC., a Delaware corporation and an indirect wholly owned subsidiary of Parent (Merger Sub), NBL PERMIAN LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent (Marshall Texas), and CLAYTON WILLIAMS ENERGY, INC., a Delaware corporation (the Company and, together with Parent and Merger Sub, the Parties).

Certain Definitions. As used in this Agreement, the following terms have the meanings set forth below: 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 and the definition of Subsidiary, control (including, with correlative meanings, controlling, controlled by and under common control with) means, with respect to a Person, the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of equity interests, including but not limited to voting securities, by contract or agency or otherwise. Notwithstanding anything in this Agreement to the contrary, (a) none of the CONE Midstream Companies or Marshall Midstream Companies shall constitute an Affiliate of Parent or Merger Sub or any of their respective Affiliates for any reason under this Agreement and (b) none of Ares Management LLC or its Affiliates (other than any individual serving on the Company Board) shall constitute an Affiliate of the Company or its Subsidiaries for any reason under this Agreement. Average Closing Price means, as of any date, the average of the closing sale prices of a Parent Common Share as reported on the NYSE for the ten (10) consecutive full trading days (in which such Parent Common Shares are traded on the NYSE), ending at the close of trading on the full trading day immediately preceding such date. Business Day means any day which is not a Saturday, Sunday or other day on which banks are authorized or required to be closed in the New York (location) values">City of New York, New York. CERCLA means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. SS9601 et seq, as amended. Company Bylaws means the Corporate Bylaws of the Company, as amended through July 22, 2016. Company Charter means the Second Restated Certificate of Incorporation of the Company, dated as of September 30, 1996, as amended on September 27, 2000 and further amended by the Certificate of Designation, dated as of March 15, 2016, establishing the terms of the Companys Special Voting Preferred Stock. Company Common Shares means the shares of common stock, $0.10 par value per share, of the Company. Company Financial Advisors means Evercore Group, LLC and Goldman, Sachs & Co., financial advisors to the Company. Company Option means an award of an option to purchase Company Common Shares granted pursuant to a Company Stock Plan. Company Preferred Share means a share of preferred stock, par value $0.10 per share, designated as Special Voting Preferred Stock of the Company. Company Restricted Share means a restricted Company Common Share granted pursuant to a Company Stock Plan. Company Stock Plans means the Clayton Williams Energy, Inc. Long-Term Incentive Plan, and any other employee or director stock plan pursuant to which any option, restricted share, performance share unit or other equity compensation award is outstanding, each as amended or amended and restated from time to time. Company Stockholders means the holders of outstanding Company Common Shares and Company Preferred Shares. Company Warrant means each outstanding unexercised warrant to purchase or otherwise acquire Company Common Shares as set forth in Section 1.1(a)(iii) of the Company Disclosure Schedule. CONE Midstream Companies means CONE Gathering, LLC, CONE Midstream GP LLC and CONE Midstream Partners LP and their respective Subsidiaries. Confidentiality Agreement means that certain Confidentiality Agreement entered into by and between Parent and the Company dated as of December 21, 2016. Data Site means the Project Cactus electronic data site established and maintained by the Company at www.dfsco.com/venue/, as in existence as of the date of this Agreement. Director and Officer Indemnification Agreements means those certain Indemnification Agreements between the directors and officers of the Company and the Company, as listed on Section 1.1(a)(iv) of the Company Disclosure Schedule. Employee Benefit Plan means:

Certain Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER, dated as of January 13, 2017 (this Agreement), is entered into by and among NOBLE ENERGY, INC., a Delaware corporation (Parent), WILD WEST MERGER SUB, INC., a Delaware corporation and an indirect wholly owned subsidiary of Parent (Merger Sub), NBL PERMIAN LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent (Marshall Texas), and CLAYTON WILLIAMS ENERGY, INC., a Delaware corporation (the Company and, together with Parent and Merger Sub, the Parties).

Certain Definitions. As used in this Agreement, the following terms have the meanings set forth below: 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 and the definition of Subsidiary, control (including, with correlative meanings, controlling, controlled by and under common control with) means, with respect to a Person, the power to direct or cause the direction of the management and policies of such Person, directly or TABLE OF CONTENTS indirectly, whether through the ownership of equity interests, including but not limited to voting securities, by contract or agency or otherwise. Notwithstanding anything in this Agreement to the contrary, (a) none of the CONE Midstream Companies or Marshall Midstream Companies shall constitute an Affiliate of Parent or Merger Sub or any of their respective Affiliates for any reason under this Agreement and (b) none of Ares Management LLC or its Affiliates (other than any individual serving on the Company Board) shall constitute an Affiliate of the Company or its Subsidiaries for any reason under this Agreement. Average Closing Price means, as of any date, the average of the closing sale prices of a Parent Common Share as reported on the NYSE for the ten (10) consecutive full trading days (in which such Parent Common Shares are traded on the NYSE), ending at the close of trading on the full trading day immediately preceding such date. Business Day means any day which is not a Saturday, Sunday or other day on which banks are authorized or required to be closed in the New York (location) values">City of New York, New York. CERCLA means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. SS9601 et seq, as amended. Company Bylaws means the Corporate Bylaws of the Company, as amended through July 22, 2016. Company Charter means the Second Restated Certificate of Incorporation of the Company, dated as of September 30, 1996, as amended on September 27, 2000 and further amended by the Certificate of Designation, dated as of March 15, 2016, establishing the terms of the Companys Special Voting Preferred Stock. Company Common Shares means the shares of common stock, $0.10 par value per share, of the Company. Company Financial Advisors means Evercore Group, LLC and Goldman, Sachs & Co., financial advisors to the Company. Company Option means an award of an option to purchase Company Common Shares granted pursuant to a Company Stock Plan. Company Preferred Share means a share of preferred stock, par value $0.10 per share, designated as Special Voting Preferred Stock of the Company. Company Restricted Share means a restricted Company Common Share granted pursuant to a Company Stock Plan. Company Stock Plans means the Clayton Williams Energy, Inc. Long-Term Incentive Plan, and any other employee or director stock plan pursuant to which any option, restricted share, performance share unit or other equity compensation award is outstanding, each as amended or amended and restated from time to time. Company Stockholders means the holders of outstanding Company Common Shares and Company Preferred Shares. Company Warrant means each outstanding unexercised warrant to purchase or otherwise acquire Company Common Shares as set forth in Section 1.1(a)(iii) of the Company Disclosure Schedule. CONE Midstream Companies means CONE Gathering, LLC, CONE Midstream GP LLC and CONE Midstream Partners LP and their respective Subsidiaries. Confidentiality Agreement means that certain Confidentiality Agreement entered into by and between Parent and the Company dated as of December 21, 2016. Data Site means the Project Cactus electronic data site established and maintained by the Company at www.dfsco.com/venue/, as in existence as of the date of this Agreement. Director and Officer Indemnification Agreements means those certain Indemnification Agreements between the directors and officers of the Company and the Company, as listed on Section 1.1(a)(iv) of the Company Disclosure Schedule. Employee Benefit Plan means:

Certain Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT is made as of [__], 2017, by and among REV Group, Inc., a Delaware corporation (the Company), the Persons listed on Schedule A hereto under the heading AIP (each, an AIP Person and, collectively, AIP), the Persons listed on Schedule A hereto under the heading JPM (each, a JPM Person and, collectively, JPM), the Persons listed on Schedule A hereto under the heading Management (Management) [and Ally Commercial Finance, LLC (Ally)].

Certain Definitions. As used herein, the following terms shall have the following meanings: Additional Piggyback Rights has the meaning set forth in Section 2.2(c). Affiliate means (a) with respect to any AIP Person or JPM Person, any Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, and includes any private equity investment fund the which is the primary investment advisor (or an Affiliate thereof) to such specified Person and (b) with respect to any other Person, any Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. It is understood and agreed that, for purposes hereof, (i) each AIP Person shall be deemed to be an Affiliate of every other AIP Person, (ii) each JPM Person shall be deemed to be an Affiliate of every other JPM Person, (iii) neither the Company nor any subsidiary of the Company shall be deemed to be an Affiliate of any Holder, and (iv) except as set forth in clauses (i) or (ii) above, no Holder shall be deemed to be an Affiliate of any other Holder. Agreement means this Registration Rights Agreement, as this agreement may be amended, modified, supplemented or restated from time to time after the date hereof. AIP has the meaning set forth in the preamble. AIP Person has the meaning set forth in the preamble and any subsequent Holder who is Assigned all, but not less than all, of such AIP Persons Registrable Securities in a single transaction in accordance with Section 4.5. [Ally has the meaning set forth in the preamble.] Assign means to directly or indirectly sell, transfer, assign, distribute, exchange, pledge, hypothecate, mortgage, grant a security interest in, encumber or otherwise dispose of Registrable Securities, whether voluntarily or by operation of law, including by way of a merger. Assignor, Assignee, Assigning and Assignment have meanings corresponding to the foregoing. automatic shelf registration statement has the meaning set forth in Section 2.4. Board means the Board of Directors of the Company. Business Day means any day other than a Saturday, Sunday or day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close. Carryover Amount for any Holder means, with respect to any registered offering in which such Holder elected not to participate after receipt of a notice under Section 2.2(a), a number of Registrable Securities equal to the number of Registrable Securities then held by such Holder, multiplied by a fraction (expressed as a percentage), the numerator of which is equal to the number of Registrable Securities sold by the Holder that sold the most Registrable Securities in such offering and the denominator of which is the number of Registrable Securities held by such Holder immediately prior to such offering. Claims has the meaning set forth in Section 2.9(a). Company Shares means common stock of the Company, par value $0.001 per share, and any and all securities of any kind whatsoever of the Company that may be issued by the Company after the date hereof in respect of, in exchange for, or in substitution of, Company Shares, pursuant to any stock dividends, splits, reverse splits, combinations, reclassifications, recapitalizations, reorganizations and the like occurring after the date hereof. Company Shares 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) Company Shares or other equity securities of the Company (including, without limitation, any note or debt security convertible into or exchangeable for Company Shares or other equity securities of the Company). Company means REV Group, Inc. and any successor thereto. Demand Exercise Notice has the meaning set forth in Section 2.1(a). Demand Registration has the meaning set forth in Section 2.1(a). Demand Registration Request has the meaning set forth in Section 2.1(a). Exchange Act means the Securities Exchange Act of 1934, as amended. Expenses means any and all fees and expenses incident to the Companys performance of or compliance with Article 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 Company Shares are listed or quoted, (ii) fees and expenses of compliance with state securities or blue sky laws and in connection with the preparation of a blue sky survey, including, without limitation, reasonable fees and expenses of outside blue sky counsel, (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

CERTAIN DEFINITIONS from Warrant to Purchase Common Stock

Clean Diesel Technologies, Inc., a Delaware corporation (the Company), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, MDB Capital Group, LLC, the registered holder hereof or its permitted assigns (the Holder), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant (including any Warrants to purchase Common Stock issued in exchange, transfer or replacement hereof, the Warrant), at any time or from time to time on or after the Vesting Date (as defined below in Section 17), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below in Section 17), such number of fully paid and non-assessable shares of Common Stock (the Warrant Shares) as set forth herein in Section 1(c), subject to adjustment as herein provided. Except as otherwise defined herein, capitalized terms in this Warrant

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

Certain Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of June 15, 2016 (the Effective Date), is made by and among Carbylan Therapeutics, Inc., a Delaware corporation (Carnivale) and the Sellers (as defined below). This Agreement is made pursuant to the Share Purchase Agreement (as defined below) and shall be effective as of the Closing (as defined in the Share Purchase Agreement). Capitalized terms used herein have the respective meanings ascribed thereto in the Share Purchase Agreement unless otherwise defined herein.

Certain Definitions. As used in this Agreement, the following terms shall have the following meanings: 1.1 Board means the Board of Directors of Carnivale. 1.2 Business Day means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed. 1.3 Common Stock means the common stock, $0.001 par value per share, of Carnivale. 1.4 Initial Registration Statement means the initial Registration Statement filed pursuant to Section 2(a) of this Agreement. 1.5 Seller shall mean those Persons named as Sellers on Exhibit A. 1.6 Person shall be construed broadly to include any individual, partnership, limited liability company, corporation, affiliated group, trust or other legal entity. 1.7 Registrable Shares means (i) the shares of Common Stock issued and sold to the Sellers pursuant to the Share Purchase Agreement as set forth on Exhibit A hereto, and (ii) any other securities issued as a dividend or other distribution with respect to or in exchange for or in replacement of the shares replaced in (i) above; provided that a security shall cease to be a Registrable Share upon (A) the sale of such security pursuant to a Registration Statement or Rule 144 under the Securities Act, or (B) such security becomes eligible for sale without restriction by the applicable Seller pursuant to Rule 144. 1.8 Registration Statement means any one or more registration statements of Carnivale filed under the Securities Act that covers the resale of any of the Registrable Shares pursuant to the provisions of this Agreement, including (in each case) amendments and supplements to such Registration Statements, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statements 1.9 Rule 144 means Rule 144 promulgated under the Securities Act or any successor rule thereto or any complementary rule thereto (such as Rule 144A). 1.10 Share Purchase Agreement means that certain Share Purchase Agreement dated as of the date hereof, by and among Carnivale, the Company, the Sellers and the Seller Representative (as defined therein), as it may be amended from time to time.

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:Acquisition shall mean, the acquisition of all of the equity ownership interests of Vought by TGI pursuant to the Acquisition Agreement.Acquisition Agreement shall mean the Agreement and Plan of Merger dated as of March 23, 2010 by and among Vought Aircraft Industries, Inc., TGI, Spitfire Merger Corporation and TC Group, L.L.C.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.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 Borrower, authorized to execute notices, reports and other documents on behalf of such Borrower required hereunder. Any Borrower may amend such list of individuals from time to time by having TGI give written notice of such amendment on its behalf to the Administrative Agent.Availability shall mean the sum of (i) the difference between (a) the lesser of (1) the Revolving Credit Commitments and (2) the maximum amount of Loans that may be borrowed hereunder while maintaining compliance with each of the Total Leverage Ratio covenant under Section 8.2.16 and the Senior Secured Leverage Ratio covenant under Section 8.2.17, and without resulting in an Event of Default, and (b) the Revolving Facility Usage, plus (ii) unrestricted cash and unrestricted Cash Equivalents held by TGI or another Domestic Loan Party and maintained or managed at a Bank or an Affiliate of a Bank.Bail-In Action shall mean the exercise of any Write-Down and Conversion Powers by t

Certain Definitions from Warrant Agreement

This WARRANT AGREEMENT, dated as of October 28, 2016 (this Agreement), is made by and among JACK COOPER ENTERPRISES, INC., a Delaware corporation (the Company) and SOLA LTD, a Cayman Islands exempted company, ULTRA MASTER LTD, a Cayman Islands exempted company and SOLUS OPPORTUNITIES FUND 5 LP, a Delaware limited partnership, as the initial investors (each, together with its successors and assigns, an Investor and together, the Investors). In addition, Section 3(g) of this Agreement is acknowledged and agreed to by each of the Majority Equityholders.

Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings: Affiliate of any specified Person means (a) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person and (b) any director or Officer of such specified Person. For purposes of this definition, control, as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided, that beneficial ownership of 10% or more of the voting stock of a Person shall be deemed to be control. For purposes of this definition, the terms controlling, controlled by and under common control with have correlative meanings. Agreement shall have the meaning given to such term in the preamble. Board of Directors means, as to any Person, the board of directors or similar governing body of such Person or any duly authorized committee thereof. Business Day means any day other than a Legal Holiday. Cashless Exercise Ratio means a ratio equal to a fraction, the numerator of which is the Fair Market Value per share of each Warrant Share issuable upon exercise of a Warrant in accordance with the terms of this Agreement on the date of exercise minus the Exercise Price per share of such Warrant Share on the date of exercise, and the denominator of which is the Fair Market Value per share on the date of exercise. Change of Control shall have the meaning given to such term in the Credit Agreement. Class A Common Stock means the Class A Common Stock, par value $.0001 per share, of the Company. Class B Common Stock means the Class B Common Stock, par value $.0001 per share, of the Company. Common Stock means shares now or hereafter authorized of any class of common shares of the Company however designated, that have the right (subject to any prior rights of any class or series of preferred stock) to participate in any distribution of the assets or earnings of the Company without limit as to per share amount, including the Class A Common Stock and the Class B Common Stock. Company shall have the meaning given to such term in the preamble. Exchange Act means the U.S. Securities Exchange Act of 1934, as amended. Exercise Price means $0.01 per Warrant Share, as adjusted as herein provided. Expiration Date means April 26, 2027. Fair Market Value (a) per share of Class B Common Stock as of any date shall equal (i) if Class B Common Stock is primarily traded on a securities exchange, the last sale price of such Class B Common Stock on such securities exchange on the trading day immediately prior to such date, or if no sale occurred on such day, the mean between the closing bid and asked prices on such day, (ii) if the principal market for Class B Common Stock is in the over-the- counter market, the closing sale price of such Class B Common Stock on the trading day immediately prior to such date, as published by the National Association of Securities Dealers Automated Quotation System or similar organization, or if such price is not so published on such day, the mean between the closing bid and asked prices, if available, on such day, which prices may be obtained from any reputable pricing service, broker or dealer reasonably satisfactory to the Company and (iii) if neither clause (i) nor clause (ii) is applicable, the fair market value of a share of Common Stock on such date as determined in good faith by the Board of Directors of the Company (without applying any marketability, minority or other discounts); provided that if shares of Class B Common Stock have been sold in arms-length transactions by the Company within the 90-day period prior to the determination of Fair Market Value, the Fair Market Value determined pursuant to this clause (iii) shall not be less than the highest price paid for such shares during such period and (b) of any other equity securities or interests of the Company shall be the fair value of such interests based on the amount that such interests would receive in connection with a Change of Control at fair value occurring as of the date of determination, as determined in good faith by the Board. Holder means any registered holder of a Warrant (including, initially and for so long as they hold the Warrants, the Investors). Indemnified Parties shall have the meaning given to such term in Section 9(o). Inspectors shall have the meaning given to such term in Section 9(m). Institutional Accredited Investor means an institution that is an accredited investor as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, which is not also a QIB. IPO means an underwritten initial public offering of the equity securities of the Company or any other entity which is a direct or indirect Subsidiary of the Company or any successor corporation of any of the foregoing under t

Certain Definitions from Stock and Asset Purchase Agreement

This STOCK AND ASSET PURCHASE AGREEMENT (this Agreement), dated as of October 12, 2016 (the Effective Date), is by and between Newell Brands Inc., a Delaware corporation (Parent), and Stanley Black & Decker, Inc., a Connecticut corporation (Purchaser). Each of Parent and Purchaser are sometimes referred to herein as a Party or collectively as the Parties.

Certain Definitions. The following terms, as used in this Agreement, have the following meanings: Accounting Principles means GAAP, as applied using the same accounting methods, policies, principles, practices and procedures (including classifications, judgments and estimation methodologies) as were used in the preparation of the Financial Statements, except as otherwise provided for in Exhibit 12.1(A). In the event of a conflict between GAAP and the Accounting Principles, the Accounting Principles shall control. Action means any action, claim, suit, arbitration, investigation or proceeding, in each case, by or before any Governmental Authority. Affiliate of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person. The term 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 through the ownership of voting securities, by contract or otherwise, and the terms controlled by and under common control with have meanings correlative thereto. For purposes of the foregoing, (a) for all periods prior to the Closing, neither Purchaser, on the one hand, nor the Purchased Companies, on the other hand, will be treated as an Affiliate of the other, and (b) for all periods after the Closing, neither Parent, on the one hand, nor the Purchased Companies, on the other hand, will be treated as an Affiliate of the other. Affiliate Arrangements means (a) all Contracts, arrangements, commitments or transactions between Parent or any of its Affiliates (other than a Purchased Company), on the one hand, and a Purchased Company, on the other hand and (b) all Contracts, arrangements, commitments or transactions (other than employment Contracts) between any director, officer or stockholder of Parent or any of its Affiliates (other than a Purchased Company), on the one hand, and a Purchased Company, on the other hand, in each case of clause (a) and (b) which is currently in effect. Ancillary Agreements means the Transition Services Agreement, the Bailment Agreement and the Excluded Transfer Documents. Antitrust Laws means applicable supranational, national, federal, state, provincial or local Laws designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolizing or restraining trade or lessening competition of any other country or jurisdiction, to the extent applicable to the purchase and sale of the Purchased Equity Interests and the other transactions contemplated by this Agreement, including without limitation, the HSR Act and other similar competition or antitrust laws of any jurisdiction other than the United States. Asset Sellers means Parent and each Subsidiary of Parent listed on Exhibit 12.1(B). Assumed Benefit Plan means each Employee Benefit Plan or portion thereof (i) sponsored by one of the Purchased Companies as of the Closing, (ii) that Purchaser or any of its Affiliates has expressly agreed to assume pursuant to Article VII of this Agreement or (iii) that Purchaser or any of its Affiliates is required to assume under applicable Laws or any applicable Union Contract; provided however, that no defined UK Pension Scheme is an Assumed Benefit Plan. Assumed Foreign Benefit Plan means each Assumed Benefit Plan that is not an Assumed U.S. Benefit Plan. Assumed U.S. Benefit Plan means each Assumed Benefit Plan that is sponsored, maintained or contributed to by Parent or any of its Affiliates primarily for the benefit of current or former Business Employees based primarily in the United States (including Puerto Rico). Brazil Environmental Liabilities means all Liabilities to the extent arising or resulting from any Release of Hazardous Substances prior to the Closing at, on, under or from the Brazil Manufacturing Facility, including any (i) post-Closing exposure to or migration of any such Release, (ii) such Release identified in whole or in part in the Brazil Phase II or subsequent investigations, (iii) such Release from the facilitys wastewater discharge or treatment equipment and infrastructure (and including any discharges in violation of applicable Environmental Law resulting from the status quo operation of such equipment and infrastructure during the 180 day period following the Closing) and (iv) Actions arising or resulting from any such Release. Brazil Manufacturing Facility means the real property and facility located at the commonly known street address of Av. Presidente Kennedy, 1049, Carlos Barbosa, RS, Brazil, including all underlying and associated land, buildings, fixtures, equipment and other improvements thereon and appurtenant thereto. Brazil Phase II means the Confirmatory Environmental Investigation (Environmental Site AssessmentPhase II), IRWIN INDUSTRIAL TOOLS Carlos Barbosa RS, Brazil, prepared for Newell Brands by CH2M do Brasil Engenharia Ltda., dated October 2016. Bu

Certain Definitions from Amended and Restated Registration Rights Agreement

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this Agreement) is entered into as of October 4, 2016, by and among Colony Starwood Homes (formerly known as Starwood Waypoint Residential Trust), a Maryland real estate investment trust (Oakland), Oakland Capital (as defined below), the Colony Entities (as defined below) and the Colony Holding Funds (as defined below). Certain capitalized terms used herein shall have the meanings ascribed to such terms in Section 1.

Certain Definitions. In this Agreement, the following terms have the following respective 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. Board means the Board of Trustees of Oakland. 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. Colony Allocation has the meaning ascribed to it in Section 2(c). Colony Entities means CFI CSFR Investor, LLC, a Delaware limited liability company, Colony Distressed Credit Fund II, L.P., a Delaware limited partnership, Series X Holdco, LLC, a Delaware limited liability company, and Manager Holdco, LLC, a Delaware limited liability company. Colony Holders means the Colony Entities, Colony AH Member, LLC, CCCAH Management Partners, LLC, ColCo Strategic Partners, L.P., Colony Capital CAH, L.P. and their permitted transferees, provided such transfer is in accordance with Section 10. Colony Holding Funds means Colony American Homes Holdings I, L.P., a Delaware limited partnership, Colony American Homes Holdings II, L.P., a Cayman Islands exempted limited partnership, Colony American Homes Holdings III, L.P., a Delaware limited partnership, and Colony American Homes Holdings IV, L.P., a Cayman Islands exempted limited partnership. Commission means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. Common Stock means common shares of Oakland, par value $0.01 per share. Company Notice has the meaning ascribed to it in Section 2(b). Contribution Agreement means the Contribution Agreement dated as of September 21, 2015 among Oakland and the other parties thereto. Demand Registration has the meaning ascribed to it in Section 2(a). End of Suspension Notice has the meaning ascribed to it in Section 4(c). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the relevant time. FINRA means the Financial Industry Regulatory Authority. Holder means (i) the Colony Holders, (ii) the Oakland Capital Holders and (ii) each Person holding Registrable Shares as a result of a transfer, distribution or assignment to that Person of Registrable Shares (other than pursuant to an effective Resale Registration Statement or Rule 144), provided, if applicable, such transfer, distribution or assignment is made in accordance with Section 10 of this Agreement. Indemnified Party has the meaning ascribed to it in Section 8(c). Indemnifying Party has the meaning ascribed to it in Section 8(c). Initial Agreement has the meaning ascribed to it in the recitals hereof. Majority Selling Holders means (i) Oakland Capital Holders holding at least a majority of the Registrable Shares proposed to be included by Oakland Capital Holders in an underwritten sale, if any of their Registrable Shares are proposed to be included in an underwritten sale of Registrable Shares, and (ii) Colony Holders holding at least a majority of the Registrable Shares proposed to be included by Colony Capital Holders in an underwritten sale, if any of their Registrable Shares are proposed to be included in an underwritten sale of Registrable Shares. Maximum Number of Shares has the meaning ascribed to it in Section 2(c). Merger Agreement means the Agreement and Plan of Merger dated as of September 21, 2015 among Oakland and the other parties thereto. NYSE means the New York Stock Exchange (organization) values">New York Stock Exchange. Oakland Capital means Starwood Capital Group Global, L.P., a Delaware limited partnership. Oakland Capital Allocation has the meaning ascribed to it in Section 2(c). Oakland Capital Holders means Oakland Capital and its permitted transferees. Oakland OP means Colony Starwood Homes Partnership, L.P., a Delaware limited partnership. OP Partnership Agreement means the Second Amended and Restated Limited Partnership Agreement of Oakland, dated January 5, 2016, by and between Oakland, Oakland Capital and Colony Starwood Homes GP, Inc., as amended from time to time. OP Units means common units of limited partnership interest issued by Oakland OP that are redeemable for cash or, at the option of Oakland, subject to purchase by Oakland for cash or Common Shares. Person means an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other

Certain Definitions from Credit Agreement

THIS CREDIT AGREEMENT is dated as of October 5, 2016, and is made by and among ARCH COAL, INC., a Delaware corporation (the Borrower), the LENDERS (as hereinafter defined) and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacities as administrative agent for the Lenders and collateral agent for the Lenders (in such capacities, together with its successors and assigns, in such capacities, the 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: ABL Priority Collateral shall mean, collectively, each Loan Partys right, title or interest in or to all of the following types and items of property of such Loan Party, whether now owned or existing or hereafter created, acquired or arising and wherever located (and in each case subject to customary exceptions to be agreed in the intercreditor agreement entered into in connection with the applicable Permitted ABL Financing): (i) all inventory, (ii) all contracts, documents of title and other documents that evidence the ownership of or right to receive or possess, or that otherwise directly relate to, any inventory, including, without limitation, contracts and documents that relate to the acquisition or sale or other disposition of any inventory; (iii) all rights of an unpaid vendor with respect to inventory; and (iv) all Receivables Assets, but for the avoidance of doubt, excluding on any date, amounts on deposit in any account that are traceable as direct proceeds of the Term Loan Priority Collateral, any proceeds of Term Loan Priority Collateral, including any rights to payment arising from a disposition of Term Loan Priority Collateral, and contracts, documents of title and other documents that evidence the ownership of or right to receive or possess, or otherwise directly relate to the Term Loan Priority Collateral. Active Operating Properties shall mean all property which is the subject of outstanding Environmental Health and Safety Permits issued to any Loan Party or any Subsidiary of any Loan Party. Additional PIK Interest shall have the meaning specified in Section 5.05(b). Additional PIK Interest Rate shall mean 1.00% per annum. 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. Agent shall have the meaning specified in the introductory paragraph hereto. Agent Fee Letter shall mean that certain Agent Fee Letter, dated as of October 5, 2016, between the Borrower and the Agent. Agent Parties shall have the meaning specified in Section 13.15. Agreement shall mean this Credit Agreement (including all schedules and exhibits), as the same may hereafter be supplemented, amended, restated, refinanced, replaced, or modified from time to time. Annual Statements shall have the meaning specified in Section 6.07(a). Applicable Margin shall mean (i) the percentage spread to be added to the LIBOR Rate applicable to Term Loans under the LIBOR Rate Option, which shall be equal to 9.00% and (ii) the percentage spread to be added to the Base Rate applicable to Term Loans under the Base Rate Option, which shall be equal to 8.00%. Approved Fund shall mean any fund that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. Assignment and Assumption Agreement shall mean an assignment and assumption agreement entered into by a Lender and an assignee permitted under Section 13.09, in substantially the form of Exhibit 1.1(A). Authorized Officer shall mean, with respect to any Loan Party, the Chief Executive Officer, President, Chief Financial Officer, Treasurer or Assistant Treasurer of such Loan Party or such other individuals, designated by written notice to the Agent from the Borrower, authorized to execute notices, reports and other documents on behalf of the Loan Parties required hereunder. The Borrower may amend such list of individuals from time to time by giving written notice of such amendment to the Agent. Bail-In Action shall mean the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. Bail-In Legislation shall mean, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time