Registrable Security Uses in Definitions Clause

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of July 17, 2017 (the Effective Date), is made and entered into by and among Buffalo Investor I, LP, a Delaware limited partnership (Buffalo I), Buffalo Investor II, LP, a Delaware limited partnership (Buffalo II, and together with Buffalo I, the Sellers) and SemGroup Corporation, a Delaware corporation (the Company).

Definitions. As used in and for purposes of this Agreement, the following terms have the following meanings: Affiliate means a Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified Person. A Person shall be deemed to control another Person if such first Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise. Without limiting the foregoing, for the purposes of this Agreement, any managed investment funds or other investment vehicles shall be considered Affiliates. Agreed Securities Exchange means the New York Stock Exchange. Agreement means this Agreement, as amended from time to time. beneficial owner and words of similar import have the meaning assigned to such terms in Rule 13d-3 promulgated under the Exchange Act as in effect on the Effective Date. Block Trade means any sales in privately negotiated transactions to one or more purchasers, in a block trade in which a broker-dealer may seek to sell securities as an agent but may position and sell a portion of the block as principal, in purchases by a broker-dealer as principal and resale by the broker-dealer for its account, in transactions in which the broker solicits purchasers, or directly to one or more purchasers or through agents. Buffalo I has the meaning set forth in the preamble to this Agreement. Buffalo II has the meaning set forth in the preamble to this Agreement. Business Day means any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings, or, in the case of determining a date when any payment is due, any day on which banks are not required or authorized to close in the City of Houston in the United States of America. Closing Date shall have the meaning set forth in the Purchase Agreement. Company has the meaning set forth in the preamble to this Agreement. Effective Date has the meaning set forth in the preamble to this Agreement. Effectiveness Period has the meaning set forth in Section 2.1(a). Equity Interests means any type of equity ownership in the Company, or right to acquire any equity ownership in the Company, including SemGroup Common Shares or other shares or a similar security, or any other interest entitling the holder thereof to participate in dividends or otherwise granting any other economic, voting or other rights, obligations, benefits or interests in, or attaching to, such interests. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Floor has the meaning set forth in Section 2.1(b). Governmental Entity means any (i) nation, region, state, province, county, city, town, village, district or other jurisdiction, (ii) federal, state, local, municipal, foreign or other government, (iii) governmental or quasi-governmental body of any nature (including any governmental agency, branch, department, court or tribunal, or other entities), (iv) multinational organization or body or (v) body entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature. Included Registrable Securities has the meaning set forth in Section 2.2. Indemnifying Party has the meaning set forth in Section 2.8(c). Inspectors has the meaning set forth in Section 2.3(n). Law means any law, statute, code, ordinance, order, rule, rule of common law, regulation, judgment, decree or injunction, of any Governmental Entity. Losses means any and all losses, claims, damages, liabilities, obligations, costs and expenses (including as a result of any notices, actions, suits, proceedings, claims, demands, assessments, judgments, awards, costs, penalties, taxes and reasonable out-of-pocket expenses, including reasonable attorneys fees). Marketed Offering has the meaning set forth in Section 2.1(b). Offering Expenses has the meaning set forth in Section 2.6. Opt-Out Notice has the meaning set forth in Section 2.2. Participating Shareholders has the meaning set forth in Section 2.1(b). Participating Shareholder Indemnified Persons has the meaning set forth in Section 2.8(a). Party has the meaning set forth in the preamble to this Agreement. Person means any natural person, group (including a group under Section 13(d) of the Exchange Act), corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any Governmental Entity. Prospectus means the prospectus (including any preliminary prospectus and any final prospectus) included in any Registration Statement, as amended or sup

Definitions from Amended and Restated Registration Rights Agreement

This Amended and Restated Registration Rights Agreement (this Agreement), dated as of June 30, 2017, is entered into by and among WildHorse Resource Development Corporation, a Delaware corporation (the Company), and each of the other parties listed on the signature pages hereto (the Initial Holders and, together with the Company, the Parties).

Definitions. As used in this Agreement, the following terms have the meanings indicated: Acquisition Co. Holdings means WHE AcqCo Holdings, LLC, a Delaware limited liability company. Affiliate means, with respect to any specified Person, a Person that directly or indirectly Controls or is Controlled by, or is under common Control with, such specified Person; provided, however, that (i) the Company shall not be considered an Affiliate of any Holder for purposes of this Agreement and (ii) the Preferred Holders and the Sponsoring Holders shall not be considered Affiliates of each other for purposes of this Agreement. Automatic Shelf Registration Statement means an automatic shelf registration statement as defined under Rule 405. Board means the board of directors of the Company. Business Day means any day other than a Saturday, Sunday, any federal holiday or any other day on which banking institutions in the State of Texas or the State of New York are authorized or required to be closed by law or governmental action. Carlyle means CP VI Eagle Holdings, L.P. Certificate means the Certificate of Designations establishing the terms of the Convertible Preferred Stock filed with the Secretary of State of the State of Delaware on June 30, 2017. Commission means the Securities and Exchange Commission or any other federal agency then administering the Securities Act or Exchange Act. Common Stock means the common stock, par value $0.01 per share, of the Company. Company Securities means any equity interest of any class or series in the Company. Control (including the terms Controls, Controlled by and under common Control with) means the possession, direct or indirect, of the power to (a) direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise or (b) vote 10% or more of the securities having ordinary voting power for the election of directors of a Person. Convertible Preferred Stock means the shares of Series A Perpetual Convertible Preferred Stock of the Company issued to Carlyle pursuant to the Preferred Purchase Agreement. Effective Date means the time and date that a Registration Statement is first declared effective by the Commission or otherwise becomes effective. Esquisto Holdings means Esquisto Holdings, LLC, a Delaware limited liability company. Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder. Holder means (a) WildHorse Holdings unless and until WildHorse Holdings ceases to hold any Registrable Securities; (b) Esquisto Holdings unless and until Esquisto Holdings ceases to hold any Registrable Securities; (c) Acquisition Co. Holdings unless and until Acquisition Co. Holdings ceases to hold any Registrable Securities, (d) Jay Graham unless and until Jay Graham ceases to hold any Registrable Securities, (e) Anthony Bahr unless and until Anthony Bahr ceases to hold any Registrable Securities, (f) NGP unless and until NGP ceases to hold any Registrable Securities, (g) each Preferred Holder unless and until such Preferred Holder ceases to hold any Registrable Securities; (h) each KKR Holder unless and until such KKR Holder ceases to hold any Registrable Securities; and (i) any holder of Registrable Securities to whom registration rights conferred by this Agreement have been transferred in compliance with Section 8(e) hereof; provided that any Person referenced in clause (i) shall be a Holder only if such Person agrees in writing to be bound by and subject to the terms set forth in this Agreement. Initiating Holder means the Sponsoring Holder or Preferred Holder delivering the Demand Notice or the Underwritten Offering Notice, as applicable. IPO Holders means WildHorse Holdings, Esquisto Holdings, Acquisition Co. Holdings, Jay Graham, Anthony Bahr and NGP. KKR Holders means EIGF Aggregator LLC, a Delaware limited partnership, TE Admiral A Holding L.P., a Delaware limited liability company, TE Drilling Aggregator LLC, a Delaware limited liability company, and Aurora C-I Holding L.P., a Delaware limited partnership. Lock-Up Period (i) with respect to the Preferred Holders, means the first anniversary of the date of this Agreement and (ii) with respect to all other Holders, has the meaning set forth in the underwriting agreement entered into by the Company in connection with the initial underwritten public offering of shares of Common Stock. Material Adverse Change means (a) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States; (b) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States; (c) a material outbreak or escalation of armed hostilities or other international or national calamity involving the United States or the declaration by the United States of a natio

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement), dated as of July , 2017, is entered into by and among PetIQ, Inc., a Delaware corporation (the Company), each person executing this Agreement and listed as a Continuing LLC Owner on the signature pages hereto (together with their Permitted Transferees that become a party hereto, the Continuing LLC Owners) and each Person executing this Agreement and listed as a C-Corp LLC Owner Parent on the signature pages hereto (collectively, together with their Permitted Transferees that become party hereto, the C-Corp LLC Owner Parents).

Definitions. As used in this Agreement, the following terms shall have the following meanings: Adverse Disclosure means public disclosure of material non-public information that, in the good faith judgment of the board of directors of the Company, (a) would be required to be made in any Registration Statement filed with the SEC by the Company so that such Registration Statement, from and after its effective date, does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (b) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (c) the Company has a bona fide business purpose for not disclosing publicly. Affiliate means, with respect to any specified Person, (a) any Person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person, (b) a Member of the Immediate Family of such Person, and (c) any investment fund advised or managed by, or under common control or management with, such specified Person; provided that the Company and each of its subsidiaries shall be deemed not to be Affiliates of any C-Corp LLC Owner Parent. As used in this definition, 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 ownership of voting securities, by contract or otherwise. Agreement shall have the meaning set forth in the preamble. Business Day means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York. C-Corp LLC Owner Parents shall have the meaning set forth in the preamble. Class A Common Stock shall have the meaning set forth in the Recitals. Class B Common Stock shall have the meaning set forth in the Recitals. Common Stock shall have the meaning set forth in the Recitals. Continuing LLC Owners shall have the meaning set forth in the preamble. Demand Notice shall have the meaning set forth in Section 3.2.3. Demand Registration shall have the meaning set forth in Section 3.2.1(a). Demand Registration Request shall have the meaning set forth in Section 3.2.1(a). Demand Registration Statement shall have the meaning set forth in Section 3.2.1(c). Demand Suspension shall have the meaning set forth in Section 3.2.6. Exchange means the exchange of shares of Class B Common Stock together with Holdings Units for shares of Class A Common Stock pursuant to the PetIQ LLC Operating Agreement. Exchange Act means the Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time. Exchange Registration shall have the meaning set forth in Section 3.1.1. Exchange Registration Statement shall have the meaning set forth in Section 3.1.1. FINRA means the Financial Industry Regulatory Authority. Holders means C-Corp LLC Owner Parents and Continuing LLC Owners who then hold Registrable Securities under this Agreement. IPO shall have the meaning set forth in the Recitals. Issuer Free Writing Prospectus means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an offer of the Registrable Securities. Loss shall have the meaning set forth in Section 3.10.1. Member of the Immediate Family means, with respect to any Person who is an individual, (a) each parent, spouse (but not including a former spouse or a spouse from whom such Person is legally separated) or child (including those adopted) of such individual and (b) each trust naming only one or more of the Persons listed in sub-clause (a) as beneficiaries. Holdings Units shall have the meaning set forth in the Recitals. Participation Conditions shall have the meaning set forth in Section 3.3.5(b). Permitted Transferee means (a) any Affiliate of a Holder and (b) such other Persons designated by the Holders of a majority of the Registrable Securities under this Agreement. Person means any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof. PetIQ LLC shall have the meaning set forth in the Recitals. PetIQ LLC Operating Agreement shall have the meaning set forth in the Recitals. Piggyback Notice shall have the meaning set forth in Section 3.4.1. Piggyback Registration shall have the meaning set forth in Section 3.4.1. Potential Takedown Participant shall have the meaning set forth in Section 3.3.5(b). Pro Rata Portion means, with respect to each Holder requesting that its shares be registered or sold in an Underwritten Public Offering, a number of such shares equal to the aggregate

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this "Agreement") is dated as of May 24, 2017, by and among GREAT LAKES DREDGE & DOCK CORPORATION, a Delaware Corporation (the "Company"), the guarantors listed on the signature pages hereto (collectively, the "Guarantors"), and DEUTSCHE BANK SECURITIES INC., as representative (the "Representative") of the several initial purchasers (collectively, the "Initial Purchasers") named in Schedule 1 to the Purchase Agreement (as defined below). The Company and the Guarantors are collectively referred to as the "Issuers."

Definitions. As used in this Agreement, the following terms shall have the following meanings: Additional Interest: See Section 4(a) hereof. Advice: See the last paragraph of Section 5 hereof. Agreement: See the introductory paragraphs hereto. Applicable Period: See Section 2(b) hereof. Business Day: Shall have the meaning ascribed to such term in Rule 14d-1 under the Exchange Act. Company: See the introductory paragraphs hereto. Effectiveness Date: With respect to (i) the Exchange Offer Registration Statement, the 365th day after the Issue Date and (ii) any Shelf Registration Statement, the 90th day after the Filing Date with respect thereto; provided, however, that if the Effectiveness Date would otherwise fall on a day that is not a Business Day, then the Effectiveness Date shall be the next succeeding Business Day. Effectiveness Period: See Section 3(a) hereof. Event Date: See Section 4(b) hereof. Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder. Exchange Notes: See Section 2(a) hereof. Exchange Offer: See Section 2(a) hereof. Exchange Offer Registration Statement: See Section 2(a) hereof. Exchange Securities: See Section 2(a) hereof. Filing Date: The 45th day after the delivery of a Shelf Notice as required pursuant to Section 2(c) hereof; provided, however, that if the Filing Date would otherwise fall on a day that is not a Business Day, then the Filing Date shall be the next succeeding Business Day. FINRA: See Section 5(r) hereof. Guarantees: See the introductory paragraphs hereto. Guarantors: See the introductory paragraphs hereto. Holder: Any holder of a Registrable Security or Registrable Securities. Indenture: See the introductory paragraphs hereto. Information: See Section 5(n) hereof. Initial Purchasers: See the introductory paragraphs hereto. Initial Shelf Registration: See Section 3(a) hereof. Inspectors: See Section 5(n) hereof. Issue Date: May 24, 2017, the date of the original issuance of the Securities. Issuer: See the introductory paragraphs hereto. New Guarantees: See Section 2(a) hereof. Notes: See the introductory paragraphs hereto. Participant: See Section 7(a) hereof. Participating Broker-Dealer: See Section 2(b) hereof. Person: An individual, trustee, corporation, partnership, limited liability company, joint stock company, trust, unincorporated association, union, business association, firm or other legal entity. Private Exchange: See Section 2(b) hereof. Private Exchange Notes: See Section 2(b) hereof. Prospectus: The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rules 430A or 430C under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. Purchase Agreement: See the introductory paragraphs hereof. Records: See Section 5(n) hereof. Registrable Securities: Each Security upon its original issuance and at all times subsequent thereto, each Exchange Security as to which Section 2(c)(iii) hereof is applicable upon original issuance and at all times subsequent thereto and each Private Exchange Note upon original issuance thereof and at all times subsequent thereto, and, in each case, the related Guarantees, until, in each case, the earliest to occur of (i) a Registration Statement (other than, with respect to any Exchange Securities as to which Section 2(c)(iii) hereof is applicable, the Exchange Offer Registration Statement) covering such Security, Exchange Security or Private Exchange Note (and the related Guarantees) has been declared effective by the SEC and such Security, Exchange Security or such Private Exchange Note (and the related Guarantees), as the case may be, has been disposed of in accordance with such effective Registration Statement, (ii) such Security has been exchanged by a Person, other than a broker-dealer, pursuant to the Exchange Offer for an Exchange Security or Exchange Securities that may be resold without restriction under state and federal securities laws, (iii) following the exchange by a broker-dealer of such security for an Exchange Security pursuant to the Exchange Offer, the date on which such Exchange Security is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the Prospectus contained in the Exchange Offer Registration Statement, (iv) such Security, Exchange Security or Private Exchange Note (and the related Guarantees), as the case may be, ceases to be outstanding for purposes of the Indenture, (v) except in the case of Securities held by an Initial Purchaser that are ineligible to be ex

Definitions from Registration Rights Agreement

This Agreement is entered into in connection with the Purchase Agreement, dated as of May 18, 2017 (the "Purchase Agreement"), by and among the Issuers, the Guarantors and the Representative, which provides for, among other things, the sale by the Issuers to the Initial Purchasers of $250,000,000 aggregate principal amount of the Issuers' 6.750% Senior Notes due 2025 (the "Notes"). The Notes are issued under an indenture, dated as of May 23, 2017 (as amended or supplemented from time to time, the "Indenture"), among the Issuers, the Guarantors and U.S. Bank National Association, as trustee. Pursuant to the Purchase Agreement and the Indenture, the Guarantors are required to guarantee (collectively, the "Guarantees") the Issuers' obligations under the Notes and the Indenture. References to the "Securities" shall mean, collectively, the Notes and the Guarantees. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers have agreed to provide the registra

Definitions. As used in this Agreement, the following terms shall have the following meanings: Advice: See the last paragraph of Section 5 hereof.Agreement: See the introductory paragraphs hereto.Applicable Period: See Section 2(b) hereof.Business Day: Shall have the meaning ascribed to such term in Rule 14d-1 under the Exchange Act.Effectiveness Period: See Section 3(a) hereof.Event Date: See Section 4(b) hereof.Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.Exchange Date: See Section 2(a) hereof.Exchange Notes: See Section 2(a) hereof.Exchange Offer: See Section 2(a) hereof.Exchange Offer Registration Statement: See Section 2(a) hereof.Exchange Securities: See Section 2(a) hereof.FINRA: See Section 5(r) hereof.Guarantees: See the introductory paragraphs hereto.1Guarantors: See the introductory paragraphs hereto.Holder: Any holder of a Registrable Security or Registrable Securities.Indenture: See the introductory paragraphs hereto.Information: See Section 5(n) hereof.Initial Purchasers: See the introductory paragraphs hereto.Initial Shelf Registration: See Section 3(a) hereof.Inspectors: See Section 5(n) hereof.Issue Date: May 23, 2017, the date of original issuance of the Notes.Issuers: See the introductory paragraphs hereto.New Guarantees: See Section 2(a) hereof.Notes: See the introductory paragraphs hereto.Participant: See Section 7(a) hereof.Participating Broker-Dealer: See Section 2(b) hereof.Partnership: See the introductory paragraphs hereto.Person: An individual, trustee, corporation, partnership, limited liability company, joint stock company, trust, unincorporated association, union, business association, firm or other legal entity.Private Exchange: See Section 2(b) hereof.Private Exchange Notes: See Section 2(b) hereof.Prospectus: The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 433 under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all materials incorporated by reference or deemed to be incorporated by reference in such Prospectus.Purchase Agreement: See the introductory paragraphs hereto. Records: See Section 5(n) hereof.Registrable Securities: Each Security upon its original issuance and at all times subsequent thereto, each Exchange Security as to which Section 2(c)(3)(B)(ii) hereof is applicable upon original issuance and at all times subsequent thereto and each Private Exchange Note (and the related Guarantees) upon original issuance thereof and at all times subsequent thereto, until, in each case, the earliest to occur of (i) a Registration Statement (other than, with respect to any Exchange Securities as to which Section 2(c)(3)(B)(ii) hereof is applicable, the Exchange Offer Registration Statement) covering such Security, Exchange Security or Private Exchange Note (and the related Guarantees) has been declared effective by the SEC and such Security, Exchange Security or such Private Exchange Note (and the related Guarantees), as the case may be, has been disposed of in accordance with such effective Registration Statement, (ii) such Security has been exchanged pursuant to the Exchange Offer

Definitions from Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT, dated [ ], 2017 (this Agreement), among Blitz 17-655 SE, a European Stock corporation (Societas Europaea, SE) organized and existing under the laws of, and with corporate seat in, the Federal Republic of Germany (the Company), and the holders of Registrable Securities (as defined) set forth on Schedule A or otherwise signatories hereto from time to time (the Holders).

Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated: Affiliate means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with, the Person specified. Agreement has the meaning set forth in the preamble to this Agreement. Approved Underwriter has the meaning set forth in Section 3(e) of this Agreement. Articles means the Articles of Association of the Company as in effect on the Effective Time, as the same may be amended from time to time. Automatic Shelf Registration Statement means an automatic shelf registration statement as defined in Rule 405 promulgated under the Securities Act. Board of Directors means the Board of Directors of the Company. Business Day means any day other than a Saturday, Sunday or other day on which commercial banks in the State of New York or the Federal Republic of Germany are authorized or required by law or executive order to close. Closing Price means, with respect to the Registrable Securities, as of the date of determination: (a) if the Registrable Securities are listed on a national securities exchange in the United States, the closing price per share of a Registrable Security on such date published on Bloomberg or, if no such closing price on such date is published on Bloomberg, the average of the closing bid and asked prices on such date, as officially reported on the principal national securities exchange in the United States on which the Registrable Securities are then listed or admitted to trading; or (b) if the Registrable Securities are not listed or admitted to trading on any national securities exchange, the last sale price or, if such last sale price is not reported, the average of the high bid and low asked prices in the over-the-counter market, as reported by Bloomberg or such other system then in use; or (c) if on any such date the Registrable Securities are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Registrable Securities selected by the Company; or (d) if none of (a), (b) or (c) is applicable, a market price per share determined in good faith by the Board of Directors or, if such determination is not satisfactory to the Initiating Holder(s) for whom such determination is being made, by a nationally-recognized investment banking firm selected by the Company and such Initiating Holder(s), the expenses for which shall be borne equally by the Company and such Initiating Holder(s). If trading is conducted on a continuous basis on any exchange, then the closing price shall be at 4:00 p.m. New York City time. Commission means the United States Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act. Company has the meaning set forth in the preamble to this Agreement. Company Underwriter has the meaning set forth in Section 4(a) of this Agreement. Control (including the terms Controlling, Controlled by and under common Control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Demand Registration has the meaning set forth in Section 3(a) of this Agreement. Determination Date has the meaning set forth in Section 5(e) of this Agreement. Disclosure Package means, with respect to any offering of securities (i) the preliminary prospectus, (ii) each Free Writing Prospectus and (iii) all other information, in each case, that is deemed under Rule 159 promulgated under the Securities Act to have been conveyed to purchasers of securities at the time of sale of such securities (including a contract of sale). Effective Date means the Closing Date, as such term is defined in the Merger Agreement. Exchange Act means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder. Exchange Act Registration means the date the Company becomes a reporting company under the Exchange Act. Exchange Ratio has the meaning set forth in the Merger Agreement. F-3 Initiating Holders has the meaning set forth in Section 5(a) of this Agreement. F-3 Registration has the meaning set forth in Section 5(a) of this Agreement. Free Writing Prospectus means any free writing prospectus as defined in Rule 405 promulgated under the Securities Act. Holder means (i) each of the Persons set forth on Schedule A hereto and (ii) each of the holders of Registrable Securities that becomes party to this Agreement pursuant to Section 11(f) by signing a Joinder Agreement. Incidental Registration has the meaning set forth in Section 4(a) of this Agreement. Indemnified Party has the meaning set forth in Section 8(c) of this Agreement. Indemnifying Pa

Definitions from Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT, dated [ ], 2017 (this Agreement), among Blitz 17-655 SE, a European Stock corporation (Societas Europaea, SE) organized and existing under the laws of, and with corporate seat in, the Federal Republic of Germany (the Company), and the holders of Registrable Securities (as defined) set forth on Schedule A or otherwise signatories hereto from time to time (the Holders).

Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated: Affiliate means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with, the Person specified. Agreement has the meaning set forth in the preamble to this Agreement. Approved Underwriter has the meaning set forth in Section 3(e) of this Agreement. Articles means the Articles of Association of the Company as in effect on the Effective Time, as the same may be amended from time to time. Automatic Shelf Registration Statement means an automatic shelf registration statement as defined in Rule 405 promulgated under the Securities Act. Board of Directors means the Board of Directors of the Company. Business Day means any day other than a Saturday, Sunday or other day on which commercial banks in the State of New York or the Federal Republic of Germany are authorized or required by law or executive order to close. Closing Price means, with respect to the Registrable Securities, as of the date of determination: (a) if the Registrable Securities are listed on a national securities exchange in the United States, the closing price per share of a Registrable Security on such date published on Bloomberg or, if no such closing price on such date is published on Bloomberg, the average of the closing bid and asked prices on such date, as officially reported on the principal national securities exchange in the United States on which the Registrable Securities are then listed or admitted to trading; or (b) if the Registrable Securities are not listed or admitted to trading on any national securities exchange, the last sale price or, if such last sale price is not reported, the average of the high bid and low asked prices in the over-the-counter market, as reported by Bloomberg or such other system then in use; or (c) if on any such date the Registrable Securities are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Registrable Securities selected by the Company; or (d) if none of (a), (b) or (c) is applicable, a market price per share determined in good faith by the Board of Directors or, if such determination is not satisfactory to the Initiating Holder(s) for whom such determination is being made, by a nationally-recognized investment banking firm selected by the Company and such Initiating Holder(s), the expenses for which shall be borne equally by the Company and such Initiating Holder(s). If trading is conducted on a continuous basis on any exchange, then the closing price shall be at 4:00 p.m. New York City time. Commission means the United States Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act. Company has the meaning set forth in the preamble to this Agreement. Company Underwriter has the meaning set forth in Section 4(a) of this Agreement. Control (including the terms Controlling, Controlled by and under common Control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Demand Registration has the meaning set forth in Section 3(a) of this Agreement. Determination Date has the meaning set forth in Section 5(e) of this Agreement. Disclosure Package means, with respect to any offering of securities (i) the preliminary prospectus, (ii) each Free Writing Prospectus and (iii) all other information, in each case, that is deemed under Rule 159 promulgated under the Securities Act to have been conveyed to purchasers of securities at the time of sale of such securities (including a contract of sale). Effective Date means the Closing Date, as such term is defined in the Merger Agreement. Exchange Act means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder. Exchange Act Registration means the date the Company becomes a reporting company under the Exchange Act. Exchange Ratio has the meaning set forth in the Merger Agreement. F-3 Initiating Holders has the meaning set forth in Section 5(a) of this Agreement. F-3 Registration has the meaning set forth in Section 5(a) of this Agreement. Free Writing Prospectus means any free writing prospectus as defined in Rule 405 promulgated under the Securities Act. Holder means (i) each of the Persons set forth on Schedule A hereto and (ii) each of the holders of Registrable Securities that becomes party to this Agreement pursuant to Section 11(f) by signing a Joinder Agreement. Incidental Registration has the meaning set forth in Section 4(a) of this Agreement. Indemnified Party has the meaning set forth in Section 8(c) of this Agreement. Indemnifying Pa

DEFINITIONS from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of January 12, 2016, by and among GPM Petroleum LP, a Delaware limited partnership (the Partnership), and the purchasers named on Schedule A hereto (each, a Purchaser and collectively, the Purchasers). The Partnership and the Purchasers are sometimes referred to in this Agreement individually as a Party and collectively as the Parties.

DEFINITIONS. Section 1.01 Definitions Capitalized terms used herein without definition shall have the meanings given to them in the Purchase Agreement. The terms set forth below are used herein as so defined: Affiliate means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term control means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. Agreement has the meaning specified therefor in the introductory paragraph of this Agreement. Class A Preferred Units has the meaning set forth in the Partnership Agreement. Commission means the U.S. Securities and Exchange Commission. Common Units has the meaning set forth in the Partnership Agreement. Demand Notice has the meaning specified therefor in Section 2.01 of this Agreement. Effectiveness Deadline has the meaning specified therefor in Section 2.01 of this Agreement. Effectiveness Period has the meaning specified therefor in Section 2.01 of this Agreement. Exchange Act means the Securities Exchange Act of 1934, as amended. General Partner has the meaning specified therefor in the recitals of this Agreement. Holder means the record holder of any Registrable Securities. Included Registrable Securities has the meaning specified therefor in Section 2.04(a) of this Agreement. In-Kind LD Amount has the meaning specified therefor in Section 2.02(b) of this Agreement. Initial Public Offering means any underwritten initial public offering by the Partnership of Common Units pursuant to a Registration Statement pursuant to which such Common Units are authorized and approved for listing on a National Securities Exchange. LD Period has the meaning specified therefor in Section 2.02(c) of this Agreement. LD Termination Date has the meaning specified therefor in Section 2.02(c) of this Agreement. Liquidated Damages has the meaning specified therefor in Section 2.02(a) of this Agreement. Liquidated Damages Multiplier means the product of the Unit Price multiplied by the number of Registrable Securities held by such Holder; provided, however, that any Registrable Securities issued to any Holder pursuant to Section 2.02(b) shall not be included the calculation of such Liquidated Damages Multiplier. Lock-Up Period means the period of time agreed to in connection with an Initial Public Offering, during which the Partnership agrees to not, directly or indirectly, offer, sell, contract to sell, pledge or otherwise dispose of any Partnership Securities without the prior written consent of the Managing Underwriter(s); provided, however, that if such period of time agreed to in connection with an Initial Public Offering is greater than 180 days following such Initial Public Offering, the term Lock-Up Period shall be deemed to refer to the 180-day period following the Initial Public Offering. Losses has the meaning specified therefor in Section 2.09(a) of this Agreement. Managing Underwriter or Managing Underwriters means, with respect to any Underwritten Offering, the book-running lead manager or managers, as applicable, of such Underwritten Offering. National Securities Exchange has the meaning set forth in the Partnership Agreement. Opt-Out Notice has the meaning specified therefor in Section 2.04(a) of this Agreement. Partnership has the meaning specified therefor in the introductory paragraph of this Agreement. Partnership Agreement means the Amended and Restated Agreement of Limited Partnership of the Partnership. Partnership Securities means any equity interest of any class or series in the Partnership. Party or Parties has the meaning specified therefor in the introductory paragraph of this Agreement. Piggyback Threshold Amount means 25% of the number of Common Units issued upon conversion of the Class A Preferred Units, as such Common Units may thereafter be adjusted pursuant to Section 3.04. Person means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity. Purchase Agreement has the meaning specified therefor in the recitals of this Agreement. Purchasers has the meaning specified therefor in the introductory paragraph of this Agreement. Registrable Securities means (i) the Common Units issued upon conversion of the Class A Preferred Units acquired by the Purchasers pursuant to the Purchase Agreement; and (ii) any Common Units issued to a Holder pursuant to Section 2.02 of this Agreement; in each case, as may be adjusted pursuant to Section 3.04. Registration Expenses means all expenses incident to the Partnerships performance under or compliance with this Agreement to effect the registration of Registrable Securities pursuant to Sect

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this Agreement), dated as of March 14, 2017, is made by and among:

Definitions. As used in this Agreement, the following terms shall have the following meanings: Adverse Disclosure means public disclosure of material non-public information that, in the good faith judgment of the Board of Directors of the Company, after consultation with outside counsel to the Company: (i) would be required to be made in any Registration Statement filed with the SEC by the Company so that such Registration Statement, from and after its effective date, does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement; and (iii) the Company has a bona fide business purpose for not disclosing publicly. Affiliate means, with respect to any specified Person, (a) any Person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person or (b) in the event that the specified Person is a natural Person, a Member of the Immediate Family of such Person; provided, that the Company and each of its subsidiaries shall be deemed not to be Affiliates of the Qualified Holder. As used in this definition, 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 ownership of voting securities, by contract or otherwise. Agreement shall have the meaning set forth in the preamble to this Agreement. Business Day means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York, and on which the SEC is open for business. Common Stock shall have the meaning set forth in the recitals to this Agreement. Company shall have the meaning set forth in the preamble to this Agreement. Demand Notice shall have the meaning set forth in Section 3.1.3. Demand Registration shall have the meaning set forth in Section 3.1.1(a). Demand Registration Request shall have the meaning set forth in Section 3.1.1(a). Demand Registration Statement shall have the meaning set forth in Section 3.1.1(c). Demand Suspension shall have the meaning set forth in Section 3.1.6. Demanding Holder means a Qualified Holder after exercising its right to include its Registrable Securities in a Demand Registration pursuant to Section 3.1. Exchange Act means the Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time. FINRA means the Financial Industry Regulatory Authority. Holders shall have the meaning set forth in the preamble to this Agreement. IPO shall have the meaning set forth in the recitals to this Agreement. Issuer Free Writing Prospectus means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an offer of the Registrable Securities. Issuer Shares means the shares of Common Stock or other equity securities of the Company, and any securities into which such shares of Common Stock or other equity securities shall have been changed or any securities resulting from any reclassification or recapitalization of such shares of Common Stock or other equity securities. Loss shall have the meaning set forth in Section 3.9.1. Member of the Immediate Family means, with respect to any Person who is a natural person, (a) each parent, spouse (but not including a former spouse or a spouse from whom such Person is legally separated) or child (including those adopted) of such individual and (b) each trustee, solely in his or her capacity as trustee, for a trust naming only one or more of the Persons listed in sub-clause (a) as beneficiaries. Other Holders shall have the meaning set forth in the preamble to this Agreement. Participation Conditions shall have the meaning set forth in Section 3.2.5(b). Permitted Transferee shall have the meaning set forth in Section 4.4. Person means any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof. Piggyback Notice shall have the meaning set forth in Section 3.3.1. Piggyback Registration shall have the meaning set forth in Section 3.3.1. Potential Takedown Participant shall have the meaning set forth in Section 3.2.5(b). Pro Rata Portion means, with respect to each Holder requesting that its shares be registered pursuant to a Demand Registration or sold in a Public Offering, a number of such shares equal to the aggregate number of Registrable Securities to be registered in such Demand Registration or sold in such Public Offering (excluding any shares to be registered or sold

DEFINITIONS from Registration Rights and Lock Up Agreement

THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this Agreement), dated as of April 20, 2017, is by and among Parsley Energy, Inc., a Delaware corporation (the Company), each of the other parties listed on the signature pages attached hereto (the Initial Holders), and the other Holders from time to time parties hereto.

DEFINITIONS. As used herein, the following terms shall have the following respective meanings: Adoption Agreement means an Adoption Agreement in the form attached hereto as Exhibit A. Affiliate means (a) as to any Person, other than an individual Holder, any other Person who directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person and (b) as to any individual, (i) any Relative of such individual, (ii) any trust whose primary beneficiaries are one or more of such individual and such individuals Relatives, (iii) the legal representative or guardian of such individual or any of such individuals Relatives if one has been appointed and (iv) any Person controlled by one or more of such individual or any Person referred to in clauses (i), (ii) or (iii) above. As used in this definition, the term control, including the correlative terms controlling, controlled by and under common control with, means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person. For the avoidance of doubt, for purposes of this Agreement, (a) (i) the Company, on the one hand, and the Holders, on the other hand, shall not be considered Affiliates and (ii) any fund, entity or account managed, advised or sub-advised, directly or indirectly, by a Holder or any of its Affiliates, shall be considered an Affiliate of such Holder and (b) with respect to any fund, entity or account managed, advised or sub-advised directly or indirectly, by any Holder or any of its Affiliates, the direct or indirect equity owners thereof, including limited partners of any Holder or any Affiliate thereof, shall be considered an Affiliate of such Holder. Agreement has the meaning set forth in the introductory paragraph. Board means the board of directors of the Company. Business Day means any day other than a Saturday, Sunday, any federal holiday or any other day on which banking institutions in the State of Texas or the State of New York are authorized or required to be closed by law or governmental action. Class A Common Stock means the Class A common stock of the Company, par value $0.01 per share. Class A Shares means the shares of Class A Common Stock issuable upon exchange of the Units and the Class B Shares pursuant to the terms of the PE LLC Agreement. Class B Common Stock means the Class B common stock of the Company, par value $0.01 per share. Class B Shares has the meaning set forth in the recitals. Commission means the Securities and Exchange Commission or any successor governmental agency. Company has the meaning set forth in the introductory paragraph. Company Securities has the meaning set forth in Section 2.4(c)(i). Contribution Agreement has the meaning set forth in the recitals. Effectiveness Period has the meaning set forth in Section 2.1(c). Indemnified Party has the meaning set forth in Section 3.3. Indemnifying Party has the meaning set forth in Section 3.3. Exchange Act means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. Holder means any record holder of Registrable Securities; provided, that a record holder of Units and Class B Shares that may be exchanged for Registrable Securities shall be deemed to be the record holder of such Registrable Securities issuable upon such exchange for purposes of this definition and all other references in this Agreement to holding or owning Registrable Securities. Lock-Up Expiration Date means the date that is 91 days after the date hereof. Lock-Up Restrictions has the meaning set forth in Section 5.1(a). Losses has the meaning set forth in Section 3.1. Majority Holders shall mean, at any time, the Holder or Holders of more than fifty percent (50%) of the Registrable Securities at such time; provided, at such time as any Affiliate(s) of Post Oak Energy Capital L.P. beneficially own in excess of 20% of the Registrable Securities, Majority Holders shall also mean such affiliate(s) of Post Oak Energy Capital L.P. Managing Underwriter means, with respect to any Underwritten Offering, the lead book-running manager(s) of such Underwritten Offering. Minimum Number of Registrable Securities means 500,000 Registrable Securities; provided, however, that such number of Registrable Securities shall be appropriately adjusted in connection with any event described in Section 6.4. PE LLC has the meaning set forth in the introductory paragraph. PE LLC Agreement means the Second Amended and Restated Limited Liability Company Agreement of PE LLC, dated as of April 20, 2017, as it may be amended and/or restated from time to time. PE Units means Units (as defined in the PE LLC Agreement) of PE LLC having such rights, privileges and preferences of the Un