Pennsylvania Uses in DEFINITIONS Clause

DEFINITIONS from Purchase and Sale Agreement

This Purchase and Sale Agreement (this Agreement) is made and entered into on May 4, 2017, by and among Atlas Energy Tennessee, LLC, a Pennsylvania limited liability company, Atlas Pipeline Tennessee, LLC, a Pennsylvania limited liability company, Atlas Noble, LLC, a Delaware limited liability company, Viking Resources, LLC, a Pennsylvania limited liability company, Resource Energy, LLC, a Delaware limited liability company, Atlas Resources, LLC, a Pennsylvania limited liability company, REI-NY, LLC, a Delaware limited liability company, Resource Well Services, LLC, a Delaware limited liability company, Atlas Energy Ohio, LLC, an Ohio limited liability company and, solely with respect to Section 7.16, Section 7.17, Article 11, Article 20 and Article 18 (to the extent related to employee or ERISA-related matters), Atlas Energy Group, LLC, a Delaware limited liability company (each a Seller and collectively Sellers) and Diversified Energy LLC, an Alabama limited liability company (Buyer)

DEFINITIONS. When used in this Agreement, the following terms have the following meanings (other defined terms may be found elsewhere in this Agreement): Affiliate means when used with respect to any Person, any other Person that, directly or indirectly, Controls, is Controlled by, or is under common Control with, such Person in question. For purposes of this Agreement, prior to the Reorganization the Existing Partnerships are Affiliates of Sellers. Aggregate Deductible Amount means $3,000,000. Agreement is defined in the preamble. Allocated Value means, with respect to any Property, the value allocated to the applicable Sellers interest (or with respect to the Reorganization Wells, the applicable Sellers indirect interest) in such Property as set forth on Exhibit B. Assignment Premiums is defined in Section 9.3.4. Assumed Liabilities is defined in Section 2.3.1. Atlas Noble is defined in Section 17.7.1. Available Employees is defined in Section 11.1.1. Bankruptcy Case is defined in Section 7.26(ii). Bankruptcy Court is defined in Section 7.26(ii). BIA means the U.S. Bureau of Indian Affairs. BLM means the U.S. Bureau of Land Management. Business Day means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banks in Houston, Texas are generally authorized or obligated, by law or executive order, to close. Buyer is defined in the preamble. Buyer 401(k) Plan is defined in Section 11.2.2. Buyer Group means Buyer, its Affiliates and its and their respective employees, officers, directors, agents, consultants and representatives. Buyer Plan or Buyer Plans is defined in Section 11.2.1. Casualty Loss is defined in Section 10.1. Claim means any and all actual out-of-pocket losses, damages, Liabilities, claims, demands, suits, causes of action, fines, penalties, costs and expenses (including reasonable attorneys fees and costs of litigation, arbitration and settlements), whether known or unknown. Claim Notice is defined in Section 18.6. Closing is defined in Section 14.1. Closing Date is defined in Section 14.1. Closing Purchase Price means the Purchase Price determined in accordance with Article 3 and Section 16.1. Code means Internal Revenue Code of 1986, or any successor statute thereto, as amended. Commercially Reasonable Efforts means, as to a Person, the commercially reasonable efforts of such Person without the obligation to pursue any litigation or other proceedings or to pay or incur any material monetary payments; provided however, that the foregoing shall not require or cause any Party to (i) waive any right it may have under the provisions of this Agreement, (ii) grant any material accommodations or (iii) take or cause to be taken, or to do or cause to be done, anything contemplated by this Agreement to be taken or done or caused to be taken or done by the other Party. Confidentiality Agreement is defined in Section 20.4. Contracts is defined in Section 2.1.8. Control means the ability to direct the management and policies of a Person through ownership of voting shares or other equity rights, pursuant to a written agreement, or otherwise. The terms Controls and Controlled by and other derivatives shall be construed accordingly. Conveyance is defined in Section 14.2.1. Cure Period is defined in Section 4.4.2. Defect Notification Deadline is defined in Section 4.2. Deposit is defined in Section 3.1. Dollars means U.S. dollars. Drilling Partnership Agreement means the partnership agreement or other governing documents of the Drilling Partnerships. Drilling Partnerships means: (i) if prior to the Reorganization, the Existing Partnerships, and (ii) if after the Reorganization, (A) with respect to the Private Partnerships, one or more new limited partnerships which will be formed pursuant to the Reorganization, and (B) with respect to the Public Partnerships, the Existing Partnerships, that, in each case, own the Reorganization Wells and Properties directly related to the Reorganization Wells. Effective Time means 7:00 a.m. Houston time on April 1, 2017. Employment Date is defined in Section 11.1.2. Encumbrance means any lien, mortgage, deed of trust, security interest, pledge, deposit, restriction, burden, encumbrance, rights of a vendor under any title retention or conditional sale agreement or lease or other arrangement substantially equivalent thereto, but does not include any production payment obligation. Environmental Arbitrator is defined in Section 6.6.2. Environmental Condition means an individual, existing condition, occurrence, event or activity on or related to Oil and Gas Properties or of the soil, sub-surface, surface waters, groundwaters, atmosphere, natural resources or other environmental medium related thereto, wherever located, to the extent associated with the ownership or operation of the Oil and Gas Properties, that (in each case) (i) is not in compliance with Environmental Laws in effect on the date of this Agreement and applicable to the Property in question, or (ii) re

Definitions from Amendment to Purchase and Sale Agreement

This First Amendment to the Purchase and Sale Agreement (this Amendment) is made and entered into effective as of June 30, 2017, by and among Atlas Energy Tennessee, LLC, Atlas Pipeline Tennessee, LLC, Atlas Noble, LLC, Viking Resources, LLC, Resource Energy, LLC, Atlas Resources, LLC, REI-NY, LLC, Resource Well Services, LLC, Atlas Energy Ohio, LLC and Atlas Energy Group, LLC (collectively, Original Sellers), Diversified Energy LLC (Buyer) and Atlas Resource Partners Holdings, LLC (ARPH).

Definitions. The following definitions shall be amended and restated in their entirety or added to Article 1 of the Original Agreement as set forth below. AET means Atlas Energy Tennessee, LLC, a Pennsylvania limited liability company. APT means Atlas Pipeline Tennessee, LLC, a Pennsylvania limited liability company. Drilling Partnerships means: (i) if prior to the Reorganization, the Existing Partnerships, and (ii) if after the Reorganization, (a) with respect to Atlas America Public #9, Ltd., that Existing Partnership, and (b) with respect to all Private Partnerships and all Public Partnerships other than Atlas America Public #9, Ltd., one or more new limited partnerships which will be formed pursuant to the Reorganization, provided, however that for the purposes of Section 7.28(ii) and Section 7.28(vi), Atlas America Public #9, Ltd. shall not be included in the definition of Drilling Partnership. Knox Agreements is defined in Section 2.2.7. Phase 1 of the Closing means the first step of the Closing, during which Sellers will sell, assign, convey and deliver all of the Properties to Buyer, other than the Equity Interests in AET. Reorganization means the transactions and actions of Sellers, their Affiliates and certain Third Parties that are reasonably necessary to (i) form the new Drilling Partnerships that are required for the Reorganization, (ii) transfer and vest all rights, title and interests of the Existing Partnerships, except for Atlas America Public #9, Ltd., in the Reorganization Wells to the new Drilling Partnerships, and (iii) complete the transfer by Atlas Resources, LLC of its managing general partner interest and limited partner interest in each Drilling Partnership to a newly formed Affiliate of Atlas Resources, LLC.

Definitions from Stock Purchase Agreement

This Stock Purchase Agreement (this Agreement) is dated as of January 17, 2017, by and among Riverview Financial Corporation, a Pennsylvania corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively, the Purchasers).

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have the meanings indicated in this Section 1.1: Acquisition Proposal means a written offer or proposal involving the Company or any Subsidiary with respect to: (i) any merger, reorganization, consolidation, share exchange, share issuance, recapitalization, business combination, liquidation, dissolution or other similar transaction involving any sale, issuance, lease, exchange, mortgage, pledge, transfer or other disposition of, all or a material portion of the assets or equity securities or deposits of, the Company or any Subsidiary, in a single transaction or series of related transactions which would result in a Change in Control; (ii) any tender offer or exchange offer for all or a material portion of the outstanding shares of capital stock of the Company or any Subsidiary; or (iii) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing. Action means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition), or investigation pending or, to the Companys Knowledge, threatened against the Company, any Subsidiary, or any of their respective properties or any officer, director, or employee of the Company or any Subsidiary acting in his or her capacity as an officer, director, or employee before or by any Governmental Entity. Affiliate means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is controlled by, or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act. Agency has the meaning set forth in Section 3.1(rr). Agreement shall have the meaning ascribed to such term in the Preamble. Articles of Incorporation means the Articles of Incorporation of the Company, and all amendments thereto, as the same may be amended from time to time. Bank means Riverview Bank, a Pennsylvania state chartered commercial bank. BHCA Control has the meaning set forth in Section 3.1(yy). BHCA has the meaning set forth in Section 3.1(b). Burdensome Condition means any restriction or condition that a Purchaser determines, in its reasonable good faith judgment, (i) would require the ownership, capitalization, governance or operations of the Company and the Bank following the Closing to deviate in any material respect from the ownership, capitalization, governance or operations contemplated by any of the Transaction Documents, (ii) would result in a materially burdensome regulatory condition being imposed on the Company, the Bank, or such Purchaser or its Affiliates or its investment advisers, (iii) would reduce the benefits of the transactions contemplated hereby to such Purchaser to such a degree that such Purchaser would not, in its reasonable judgment, have entered into this Agreement had such condition or restriction been known to it on the date of this Agreement or (iv) would require the disclosure of the identities or financial condition of limited partners, shareholders, or non-managing members of such Purchaser or its Affiliates or its investment advisers. Business Day means a day, other than a Saturday or Sunday, on which banks in the Commonwealth of Pennsylvania are open for the general transaction of business. Castle Creek means Castle Creek Capital Partners VI, LP. Castle Creek is also a Purchaser as such term is used in this Agreement. Castle Creek Side Letter means the letter agreement in the form attached hereto as Exhibit F, dated as of the Closing Date, between the Company and Castle Creek. Change in Control means, with respect to the Company, the occurrence of any of the following events:

Definitions from Amended and Restated

This FIRST AMENDED AND RESTATED GATHERING AGREEMENT (as the same may be amended from time to time in accordance herewith, this Agreement) is made as of this 1st Day of December, 2016 (the Execution Date), by and between CNX Gas Company LLC, a Virginia limited liability company (Shipper), and Gatherer (defined below). Shipper and Gatherer are sometimes together referred to in this Agreement as the Parties and individually as a Party.

Definitions. As used in this Agreement, the following capitalized words and terms shall have the meaning ascribed to them below: Access ,Operation and Cooperation Agreements has the meaning given to it in Section 15.12. Additional/Accelerated Well has the meaning given to it in Section 3.1(f). Adequate Assurances of Performance has the meaning given to it in Section 15.13. Affiliate means, with respect 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 Person; provided, however, that for purposes of this Agreement, (a) Shipper and Gatherer shall be deemed not to be Affiliated and (b) any Affiliate of Shipper that is primarily engaged in operations other than the exploration and/or production of natural gas (including for the avoidance of doubt, Leatherwood, Inc.) shall be deemed not to be an Affiliate of Shipper. The term Affiliated shall have the correlative meaning. Affiliate Gatherer has the meaning given to it in Section 14.1(a)(ii). Affiliate Gatherer Dedicated Properties has the meaning given to it in Section 14.1(a)(ii). Agreement has the meaning given to it in the preamble hereof. Annual Escalation Factor means 2.5%. Barrel means a quantity consisting of forty-two Gallons. Blending Gas has the meaning given to it in Section 3.6(b). Btu means the amount of heat required to raise the temperature of one pound of water by one degree Fahrenheit at a pressure of 14.73 Psia and determined on a gross, dry basis. Business Day means a Day (other than a Saturday or Sunday) on which commercial banks in the Pennsylvania (location) values">State of Pennsylvania are generally open for business. Category A Net Acres means Net Acres or Third Party Net Acres, as applicable, that are located in the municipalities identified under the heading Category A on Exhibit K. Category B Net Acres means Net Acres or Third Party Net Acres, as applicable, that are located in the municipalities identified under the heading Category B on Exhibit K. Category C Net Acres means Net Acres or Third Party Net Acres, as applicable, that are located in the municipalities identified under the heading Category C on Exhibit K. Claiming Party has the meaning given to it in Section 11.2. CNNX has the meaning given to it in the recitals hereof. Compression Charge means an amount equal to the product of (a) all out of pocket costs incurred by Gatherer to obtain electricity sufficient for Gatherer to utilize electrical compression at each Fuel Point that uses electrical compression to compress Shippers Tendered Gas for the Month of Service for which Shipper requests electricity as the fuel source for the Fuel Points, and (b) the percentage determined by dividing (i) the volumes of owned or Controlled Gas Tendered by Shipper to the Gathering System for such Month of Service, and (ii) all volumes of Gas received by the Gathering System for such Month of Service. Condensate means Drip Condensate and Liquid Condensate. Condensate Gathering Fees has the meaning given to it in Section 5.1(c)(ii). Condensate Services means (a) the receipt of Shippers owned or Controlled Liquid Condensate at the Receipt Points; (b) as applicable, the collection, injection, gathering and stabilization (to sales specifications) of such Liquid Condensate; (c) the handling, storage, loading, and, subject to Section 4.8, marketing or re-delivery at the applicable Delivery Point of such Liquid Condensate for Shippers account; and (d) the other services to be performed by Gatherer in respect of such Liquid Condensate as set forth in this Agreement, all in accordance with the terms of this Agreement. Conflicting Dedication means any gathering agreement or any commitment or arrangement (including any volume commitment) that would permit or require Shippers owned and/or Controlled Gas to be gathered on any gathering system or similar system other than the Gathering System, including any such agreement, commitment or arrangement burdening properties hereinafter acquired by Shipper in the Dedication Area or covering any of the ROFO Properties. Control (including the terms Controlling, Controlled and Under Common Control With) means (a) with respect to any Person, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting shares, by contract, or otherwise and (b) with respect to any Gas or Liquid Condensate, such Gas or Liquid Condensate produced from the Dedication Area or the ROFO Area, as applicable, and (i) owned by a Third Party set forth on Exhibit J-3 or (ii) owned by a Third Party working interest owner in lands covered by the Dedicated Properties with respect to which Shipper has the contractual right or obligation (pursuant to a marketing, agency, operating, unit or similar agreement) to market such Gas or Liquid Condensate and Shipper elects or is obligated to market such Gas or Liquid Condensate on b

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of November 9, 2016, by and among Smart Sand, Inc., a Delaware corporation (the Company), and the Persons listed on Schedule A hereto (the Stockholders).

Definitions. The terms set forth below are used herein as so defined: Adverse Effect has the meaning given to such term in Section 2.03(b). Affiliate means, with respect to a specified Person, directly or indirectly controlling, controlled by, or under direct or indirect common control with such specified Person. For the purposes of this definition, control means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. Agreement has the meaning given to such term in the introductory paragraph. Board means the board of directors of the Company. Clearlake means Clearlake Capital Partners II (Master), L.P., a Delaware limited partnership. Commission has the meaning given to such term in Section 1.02. Common Stock means the common stock of the Company, par value $0.001. Company has the meaning given to such term in the introductory paragraph. Demand Holder shall mean Clearlake and/or Keystone, as the context requires. Demand Notice means a written request from a Demand Holder to the Company to (a) prepare and file with the Commission a Registration Statement pursuant to Section 2.01 or (b) effectuate an Underwritten Offering pursuant to Section 2.02(a), as applicable. Effectiveness Period has the meaning given to such term in Section 2.01. Exchange Act means the Securities Exchange Act of 1934, as amended. Holder means each Stockholder for so long as such Person is a record holder of any Registrable Securities, including any transferee of Registrable Securities pursuant to Section 2.10. Keystone means Keystone Cranberry, LLC, a Pennsylvania limited liability company. Long-Form Registration Statement means a registration statement of the Company filed with the Commission on Form S-1 (or any successor form or other appropriate form under the Securities Act) covering the Registrable Securities. Losses has the meaning given to such term in Section 1.01(a) of this Agreement. Managing Underwriter means, with respect to any Underwritten Offering, the lead book-running manager of such Underwritten Offering. Person means any individual, corporation, partnership, voluntary association, partnership, joint venture, trust, limited liability partnership, unincorporated organization, government or any agency, instrumentality or political subdivision thereof, or any other form of entity. Piggyback Notice has the meaning given to such term in Section 2.03(a). Piggyback Registration has the meaning given to such term in Section 2.03(a). Registrable Securities means the shares of Common Stock owned by the Stockholders, which Registrable Securities are subject to the rights provided herein until such rights terminate pursuant to the provisions hereof, and including any such shares of Common Stock transferred along with an assignment of rights hereunder pursuant to Section 2.10. Registration Expenses has the meaning given to such term in Section 2.07(b). Registration Statement has the meaning given to such term in Section 2.01. Securities Act means the Securities Act of 1933, as amended. Selling Expenses has the meaning given to such term in Section 2.07(b). Selling Holder means a Holder who is selling Registrable Securities pursuant to a registration statement. Shelf Registration Statement has the meaning given to such term in Section 2.01(a). Short-Form Registration Statement means a registration statement of the Company filed with the Commission on Form S-3 (or any successor form or other appropriate form under the Securities Act). Stockholders has the meaning given to such term in the introductory paragraph. Underwritten Offering means an offering in which shares of Common Stock are sold to an underwriter on a firm commitment basis for reoffering to the public or an offering that is a bought deal with one or more investment banks.

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of [ * ], 2016, by and among Smart Sand, Inc., a Delaware corporation (the Company), and the Persons listed on Schedule A hereto (the Stockholders).

Definitions. The terms set forth below are used herein as so defined: Adverse Effect has the meaning given to such term in Section 2.03(b). Affiliate means, with respect to a specified Person, directly or indirectly controlling, controlled by, or under direct or indirect common control with such specified Person. For the purposes of this definition, control means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. Agreement has the meaning given to such term in the introductory paragraph. Board means the board of directors of the Company. Clearlake means Clearlake Capital Partners II (Master), L.P., a Delaware limited partnership. Commission has the meaning given to such term in Section 1.02. Common Stock means the common stock of the Company, par value $0.001. Company has the meaning given to such term in the introductory paragraph. Demand Holder shall mean Clearlake and/or Keystone, as the context requires. Demand Notice means a written request from a Demand Holder to the Company to (a) prepare and file with the Commission a Registration Statement pursuant to Section 2.01 or (b) effectuate an Underwritten Offering pursuant to Section 2.02(a), as applicable. Effectiveness Period has the meaning given to such term in Section 2.01. Exchange Act means the Securities Exchange Act of 1934, as amended. Holder means each Stockholder for so long as such Person is a record holder of any Registrable Securities, including any transferee of Registrable Securities pursuant to Section 2.10. Keystone means Keystone Cranberry, LLC, a Pennsylvania limited liability company. Long-Form Registration Statement means a registration statement of the Company filed with the Commission on Form S-1 (or any successor form or other appropriate form under the Securities Act) covering the Registrable Securities. Losses has the meaning given to such term in Section 1.01(a) of this Agreement. Managing Underwriter means, with respect to any Underwritten Offering, the lead book-running manager of such Underwritten Offering. Person means any individual, corporation, partnership, voluntary association, partnership, joint venture, trust, limited liability partnership, unincorporated organization, government or any agency, instrumentality or political subdivision thereof, or any other form of entity. Piggyback Notice has the meaning given to such term in Section 2.03(a). Piggyback Registration has the meaning given to such term in Section 2.03(a). Registrable Securities means the shares of Common Stock owned by the Stockholders, which Registrable Securities are subject to the rights provided herein until such rights terminate pursuant to the provisions hereof, and including any such shares of Common Stock transferred along with an assignment of rights hereunder pursuant to Section 2.10. Registration Expenses has the meaning given to such term in Section 2.07(b). Registration Statement has the meaning given to such term in Section 2.01. Securities Act means the Securities Act of 1933, as amended. Selling Expenses has the meaning given to such term in Section 2.07(b). Selling Holder means a Holder who is selling Registrable Securities pursuant to a registration statement. Shelf Registration Statement has the meaning given to such term in Section 2.01(a). Short-Form Registration Statement means a registration statement of the Company filed with the Commission on Form S-3 (or any successor form or other appropriate form under the Securities Act). Stockholders has the meaning given to such term in the introductory paragraph. Underwritten Offering means an offering in which shares of Common Stock are sold to an underwriter on a firm commitment basis for reoffering to the public or an offering that is a bought deal with one or more investment banks.

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of September 30, 2016, by and among CNX Coal Resources LP, a Delaware limited partnership (the Partnership), CONSOL Energy Inc., a Delaware corporation (CEI) and each of the Holders that may, from time to time, become party to this Agreement.

Definitions. The terms set forth below are used herein as so defined: Affiliate has the meaning given to such term in the Partnership Agreement. Aggregate Purchase Price means 88,800,000. Agreement has the meaning specified therefor in the introductory paragraph of this Agreement. Business Day means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of Pennsylvania shall not be regarded as a Business Day. CEI has the meaning specified therefor in the recitals of this Agreement. Class A Preferred Unit has the meaning given to such term in the Partnership Agreement. Class A Preferred Unit Issue Price has the meaning given to such term in the Partnership Agreement. Closing means the closing of the transactions contemplated by the Contribution Agreement, including the issuance and sale of the Class A Preferred Units. Commission means the U.S. Securities and Exchange Commission. Common Unit has the meaning given to such term in the Partnership Agreement. Conrhein has the meaning specified therefor in the recitals of this Agreement. Contribution Agreement has the meaning specified therefor in the recitals of this Agreement. CPCC has the meaning specified therefor in the recitals of this Agreement. CTH has the meaning specified therefor in the recitals of this Agreement. Effectiveness Deadline has the meaning specified therefor in Section 2.19(a) of this Agreement. Effectiveness Period has the meaning specified therefor in Section 2.1(a) of this Agreement. Exchange Act has the meaning given to such term in the Partnership Agreement. General Partner means CNX Coal Resources GP LLC, a Delaware limited liability company. Greenlight Investor Parties has the meaning given to the term Investor Parties in the Greenlight Registration Rights Agreement. Greenlight Registration Rights Agreement means that certain Registration Rights Agreement, dated as of July 7, 2015, by and among the Partnership and the Greenlight Investor Parties party thereto. Holder means the record holder of any Registrable Securities other than CEI or its Affiliates. Holder Group means any Holder and its Affiliates. Included Registrable Securities has the meaning specified therefor in Section 2.2(a) of this Agreement. Law has the meaning given to such term in the Contribution Agreement. Liquidated Damages has the meaning specified therefor in Section 2.1(b) of this Agreement. Liquidated Damages Multiplier means, with respect to a particular Holder, (i) the product of the Class A Preferred Unit Issue Price multiplied by (ii) the number of Class A Preferred Units owned by such Holder that may not be disposed of without restriction and without the need for current public information pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act. Losses has the meaning specified therefor in Section 2.9(a) of this Agreement. Managing Underwriter means, with respect to any Underwritten Offering, the book-running lead manager or managers of such Underwritten Offering. Opt-Out Notice has the meaning specified therefor in Section 2.2(a) of this Agreement. Parity Securities has the meaning specified therefor in Section 2.2(b) of this Agreement. Partnership has the meaning specified therefor in the introductory paragraph of this Agreement. Partnership Agreement has the meaning specified therefor in the recitals of this Agreement. Person means an individual or a corporation, limited liability company, partnership, firm, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity. Pro Rata means, for each Selling Holder who has requested participation in a Underwritten Offering, the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned as of the date of calculation by such Selling Holder by (y) the aggregate number of Registrable Securities owned as of the date of calculation by all Selling Holders plus the aggregate number of Parity Securities owned as of the date of calculation by all holders of Parity Securities that are participating in the Underwritten Offering. Registrable Securities means (i) the Common Units issued or to be issued upon a conversion of Class A Preferred Units and (ii) any Common Units issued as Liquidated Damages pursuant to Section 2.1(b) of this Agreement, in each case, as subject to exchange, substitution or adjustment pursuant to Section 3.4 of this Agreement, all of which Registrable Securities are subject to the rights provided herein until such rights terminate pursuant to the provisions hereof. Registration Expenses has the meaning specified therefor in Section 2.8(b) of this Agreement. Registration Statement has the meaning specified therefor in Section 2.1(a) of this Agreement. Securities

Definitions from Underwriting Agreement

Definitions. As used in this Agreement, the following terms have the respective meanings set forth below: Applicable Time means [*] [a.m. / p.m.] (New York City time) on [*] or such other time as agreed by the Company and the Representatives. Commission means the Securities and Exchange Commission. Company Documents means (i) all Subject Instruments and (ii) all other contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, swap agreements, hedging agreements, leases or other instruments or agreements to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject that, solely in the case of this clause (ii), are material with respect to the Company and its subsidiaries taken as a whole. DTC means The Depository Trust Company. EDGAR means the Commissions Electronic Data Gathering, Analysis and Retrieval System. ERISA means the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder. Existing Convertible Notes means any convertible notes or other convertible debt securities of the Company outstanding on the date of this Agreement. Existing Credit Agreements means the Revolving Credit Facility Agreement, among the Company, Silicon Valley Bank and the other parties thereto, and the 2015 Line of Credit, among the Company, Bridge Bank and the other parties thereto, in each case, as described under the caption Revolving Credit Facility in the Prospectus, and as amended, supplemented or restated, if applicable, and including any promissory notes, pledge agreements, security agreements, mortgages, guarantees and other instruments or agreements entered into by the Company or any of its subsidiaries in connection therewith or pursuant thereto, in each case as amended, supplemented or restated, if applicable. Existing Warrants means any warrants to purchase Common Stock outstanding on the date of this Agreement. FCPA means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder. FINRA means the Financial Industry Regulatory Authority, Inc. or the National Association of Securities Dealers, Inc., or both, as the context shall require. GAAP means generally accepted accounting principles. Initial Registration Statement means the Companys registration statement on Form S-1 (Registration No. 333-208857), as amended (if applicable), including the Rule 430A Information from and after the time that such Rule 430A information is deemed, pursuant to Rule 430A, to be part of and included in the Initial Registration Statement. In addition, in the event that any Rule 430C information is deemed, pursuant to Rule 430C, to be a part of and included in the Initial Registration Statement, then the term Initial Registration Statement shall also include such Rule 430C Information from and after the time that such Rule 430C Information is deemed, pursuant to Rule 430C, to be a part of and included in the Initial Registration Statement. Issuer DSP Free Writing Prospectus means any Issuer Free Writing Prospectus that is intended solely for distribution to Participants in the Directed Share Program, as evidenced by its being specified in Exhibit I hereto. Issuer Free Writing Prospectus means any issuer free writing prospectus, as defined in Rule 433, relating to the offering of the Securities that (i) is required to be filed with the Commission by the Company, (ii) is a road show that is a written communication within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the final terms, and all free writing prospectuses that are listed in Exhibits H and I hereto, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Companys records pursuant to Rule 433(g). Issuer General Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Exhibit H hereto. Issuer Limited Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus or an Issuer DSP Free Writing Prospectus. Lien means any security interest, mortgage, pledge, lien, encumbrance, claim or equity. Lock-Up Period means the period beginning on and including the date of this Agreement through and including the date that is the 180th day after the date of this Agreement. NYSE means the New York Stock Exchange. OFAC means the Office of Foreign Assets Control of the U.S. Treasury Department. Organizational Documents means (a) in the case

Definitions from Lease

THIS LEASE (this Lease) is made as of September 9, 2016, by and between PA Meadows, LLC, a Delaware limited liability company (together with its wholly owned subsidiaries, WTA II, Inc. and CCR Pennsylvania Racing, Inc., and its and their successors and permitted assigns, Lessor), and PNK Development 33, LLC, a Delaware limited liability company (together with its successors and permitted assigns, Lessee).

Definitions. When used in this Lease, the following capitalized terms shall have the meanings indicated: AAA: The American Arbitration Association. Additional Appraiser: the Qualified Appraiser appointed pursuant to Section 10.7.3. Additional Charges: all Impositions and all other amounts, liabilities and obligations which Lessee assumes or agrees to pay under this Lease and, in the event of any failure on the part of Lessee to pay any of those items, except where such failure is due to the acts or omissions of Lessor, every fine, penalty, interest and cost which may be added for non-payment or late payment of such items. Additional Rent: as defined in Section 4.2. Adjusted Revenue: for any applicable Test Period, Net Revenue (i) minus expenses (determined in accordance with GAAP with respect to Lessee and attributable to the Premises) other than Specified Expenses and (ii) plus Specified Proceeds, if any; provided, however, that for purposes of calculating Adjusted Revenue, (A) Net Revenue shall not include Gaming Revenues, Retail Sales or Promotional Allowances of any sublessees under subleases of this Lease for or with respect to Existing Sublet Space, (B) Net Revenue shall include sublease rent received by Lessee from Space Lessees of Existing Sublet Space, and (C) Net Revenue shall include Gaming Revenues, Retail Sales and Promotional Allowances of any sublessees under subleases of this Lease for or with respect to any portion of the Premises other than Existing Sublet Space. For the purposes of this Lease, Adjusted Revenue for each full fiscal quarter commenced prior to the Commencement Date shall be deemed to be $11,349,012. Adjusted Revenue to Rent Ratio: for any Test Period, the ratio for the applicable period of Adjusted Revenue to Rent. Affiliate: shall mean, as to any Person, any other Person that, directly or indirectly, is in control of, controlled by, or under common control with, such Person. For purposes of this definition, control, controlling and controlled by shall mean 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. Alterations: as defined in Section 6.1.1. Applicable Standards: the standards generally and customarily applicable from time to time during the Term to similar gaming and hotel facilities in similar markets that have reasonably similar tax rates, competition, population, demographics, annual capital expenditures and of an age comparable to the age and quality of the Improvements existing at the time this standard is being applied. Applicable Value: as defined in Section 10.7. Appointing Authority: as defined in Section 17.4.2. Base Rent: as defined in Exhibit C. Base Year Net Revenue: Two Hundred Eighty-Six Million One Hundred Nineteen Thousand Five Hundred and Eighty-Five and 00/100 Dollars ($286,119,585.00). Business Day: as defined in Section 1.4. CapEx Improvements: as defined in Section 11.1.3. CapEx Requirement: as defined in Section 11.1.3. Capital Improvements: any improvements or alterations or modifications other than ordinary maintenance or repair of the Improvements, including capital improvements and structural alterations, modifications or improvements, or one or more additional structures annexed to any portion of any of the Improvements, or the expansion of existing improvements, which are constructed on any parcel or portion of the Land, during the Term, including construction of a new wing or new story, all of which shall constitute a portion of the Improvements and the Premises hereunder. Cash: Cash and cash equivalents and all instruments evidencing the same or any right thereto and all proceeds thereof. Casino: means The Meadows Racetrack & Casino, located at Washington, Pennsylvania. Casualty Event: any loss of title or any loss of or damage to or destruction of, or any condemnation or other taking (including by any governmental authority) of, any portion of the Premises for which Lessee receives cash insurance proceeds or proceeds of a condemnation award or other similar compensation (excluding proceeds of business interruption insurance). Casualty Event shall include, but not be limited to, any taking of all or any part of the Premises, in or by condemnation or other eminent domain proceedings pursuant to any Legal Requirements, or by reason of the temporary requisition of the use or occupancy of all or any part of the Premises by any Governmental Authority. Change in Control: (i) any Person or group (within the meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended from time to time, and any successor statute), (a) shall have acquired direct or indirect beneficial ownership or control of fifty percent (50%) or more on a fully diluted basis of the direct or indirect voting power in the Equity Interests of Lessees Parent entitled to vote in an election of directors of Lesse

Definitions from Asset Purchase Agreement

ASSET PURCHASE AGREEMENT (this Agreement), dated as of July 26, 2016 (the Effective Date), by and among Contura Energy, Inc., a Delaware corporation (Buyer), Alpha Natural Resources, Inc., a Delaware corporation (Alpha Natural Resources), the Subsidiaries (as hereinafter defined) of Alpha Natural Resources set forth on Schedule A (collectively, the ANR Subsidiaries, and together with Alpha Natural Resources, the Sellers), Alpha Natural Resources, as Sellers Representative (Sellers Representative), and ANR, Inc., a Delaware corporation (ReorgCo). The Sellers, Buyer (and any Designated Buyers), Sellers Representative and ReorgCo are referred to herein individually as a Party and collectively as the Parties.

Definitions. As used herein, the following terms have the following meanings: 15 Day Inventory Supply means, with respect to a Mining Complex, an amount of coal inventory (in Tons) equal to (x) the Average Daily Coal Sales for such Mining Complex multiplied by (y) 15. Action means any claim, action, cause of action, demand, lawsuit, arbitration, formal inquiry, audit, citation, summons, subpoena, notice of violation, proceeding or litigation, whether civil, criminal, administrative, regulatory, at law, in equity or otherwise. Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such other Person. For purposes of this definition, control when used with respect to any 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 correlative meanings. Upon consummation of the Restructuring Steps, (i) with respect to Sellers, Affiliate includes ReorgCo Parent and ReorgCo and (ii) with respect to ReorgCo Parent and ReorgCo, Affiliate includes Sellers. Alpha Coal West Complex means the mining complex commonly referred to as Alpha Coal West located primarily in Campbell county, Wyoming as set forth on the map attached as Exhibit A. Alpha Natural Resources 401(k) Plan means the Alpha Natural Resources, LLC and Affiliates 401(k) Retirement Savings Plan and the Alpha Coal West 401(k) Retirement Savings Plan. Alternative Transaction means (i) the filing of a plan of reorganization contemplating the sale or retention of all or any portion of the Purchased Assets that is inconsistent with the terms of this Agreement or (ii) a sale, lease or other disposition directly or indirectly by merger, consolidation, tender offer, share exchange or otherwise to one or more third parties of all or any portion of the Purchased Assets. Applicable Law means, with respect to any Person, any transnational, domestic or foreign federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling, reporting or licensing requirement or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person or any of its assets, Liabilities or business, in each case, as amended, unless expressly specified otherwise. Auditor means a recognizable, reputable and impartial certified public accounting firm that is mutually acceptable to Buyer and Sellers Representative. Average Daily Coal Sales means, with respect to a Mining Complex, an amount of coal inventory (in Tons) equal to (x) the total volume of coal sales (in Tons) for such Mining Complex for the nine consecutive calendar month period ending on the last day of the last full calendar month immediately prior to the Closing Date, divided by (y) the total number of calendar days in such nine consecutive calendar month period. Avoidance Action means any avoidance, preference or recovery, claim, action or proceeding arising under chapter 5 of the Bankruptcy Code or under any similar state or federal law, to the extent not waived pursuant to the Plan of Reorganization or the Global Settlement Term Sheet. AVS means the Applicant Violator System established by the Office of Surface Mining, Department of the Interior, pursuant to the Federal Surface Mining, Control and Reclamation Act. Bankruptcy Case means the cases, as jointly administered, commenced by the Sellers under chapter 11 of the Bankruptcy Code, styled In re: Alpha Natural Resources Inc., et al., Case No. 15-33896 (KRH) and pending before the Bankruptcy Court. Bankruptcy Code means title 11 of the United States Code, sections 101, et seq. Bidding Procedures means the Bidding Procedures (as defined in the Bidding Procedures Order) approved by the Bidding Procedures Order, together with such changes therein, if any, as shall have been made in accordance with the Bidding Procedures Order. Bidding Procedures Order means that certain order entered by the Bankruptcy Court on March 11, 2016 (Docket No. 1754), approving the Bidding Procedures, as such order may be amended, supplemented or modified from time to time. Black Lung Benefits Act means the Black Lung Benefits Act, title 30 of the United States Code, sections 901, et seq., the Black Lung Benefits Reform Act of 1977, Pub. L. No. 95-239, 92 Stat. 95 (1978), the Black Lung Benefits Amendments of 1981, Pub. L. No. 97-119, 95 Stat. 1643, the Black Lung Consolidation of Administrative Responsibility Act, Pub. L. No. 107 275, 116 Stat. 1925 and Section 1556 of the Patient Protection and Affordable Care Act, Pub. L. No. 111-148, SS 1556, 124 Stat. 119. Black Lung Liabilities means any liability or benefit obligations related to black lung claims and benefits under the Black Lung Be