SEC Uses in Certain Definitions Clause

Certain Definitions from Registration Rights Agreement

This Registration Rights Agreement (the Agreement) is made and entered into as of , 2017 by and among [Mercury] (which name, prior to the closing of the Merger, was [Trojan]), a Delaware corporation (the Company), and the Investors named in that certain Securities Purchase Agreement by and among the Company and the Investors of even date herewith (the Purchase Agreement). The Company and the Investors may each be referred to herein individually as a Party and collectively as the Parties. This Agreement is made pursuant to the Purchase Agreement and shall be effective as of the Closing. Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

Certain Definitions. As used in this Agreement, the following terms shall have the following meanings: Business Day means any day, other than Saturday or Sunday, on which banks in New York City are open for the general transaction of business. Common Stock means the Companys common stock, par value $0.001 per share, and any securities into which such shares may hereinafter be reclassified. Closing shall have the meaning provided for in the Purchase Agreement. Eligible Market means any of The New York Stock Exchange, Inc., The NYSE MKT, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market. Exchange Act means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder. Initial Registration Statement means the initial Registration Statement filed pursuant to Section 2(a) of this Agreement. Investors means the Investors identified in the Purchase Agreement and any Affiliate, successor or assign, or permitted transferee of any Investor who is a subsequent holder of any Registrable Securities. Merger Agreement means that certain Agreement and Plan of Merger and Reorganization, dated as of March , 2017, by and among [Mercury], [Trojan], a Delaware corporation (Trojan), and [Trojan Merger Sub, Inc.], a Delaware corporation. Prospectus means (i) the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and (ii) any free writing prospectus as defined in Rule 405 under the Securities Act. Register, registered and registration refer to a registration made by preparing and filing a Registration Statement or similar document in compliance with the Securities Act (as defined below), and the declaration or ordering of effectiveness of such Registration Statement or document. Registrable Securities means (i) the Shares, (ii) the Warrant Shares and (iii) any other securities issued or issuable with respect to or in exchange for Registrable Securities, whether by merger, charter amendment, stock split, dividend, recapitalization, or otherwise; provided, that, a security shall cease to be a Registrable Security upon (A) the sale of such security pursuant to a Registration Statement or Rule 144 under the Securities Act, or (B) such security becoming eligible for sale without restriction by the applicable Investor pursuant to Rule 144. Registration Statements means any one or more registration statements of the Company filed under the Securities Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement (including, without limitation, the Initial Registration Statement and any Remainder Registration Statements), including (in each case) amendments and supplements to such Registration Statements, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statements. Remainder Registration Statements has the meaning set forth in Section 2(c). Required Investors means the Investors holding a majority of the Registrable Securities. Rule 144 means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule. Rule 415 means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule. SEC means the U.S. Securities and Exchange Commission. Securities Act means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder. Shares means the aggregate number of shares of Common Stock issued pursuant to the Purchase Agreement. Trading Day means (a) any day on which the Common Stock is listed or quoted and traded on its primary Trading Market, or (b) if the Common Stock is not then listed or quoted and traded on its primary Trading Market, then a day on which trading of the Common Stock occurs on an Eligible Market, or (c) if the Common Stock is not listed or quoted as set forth in clauses (a) or (b) hereof, any Business Day. Trading Market means The New York Stock Exchange, Inc., The NYSE MKT, The NASDAQ Global Select Market, The NASDAQ Global Market, The NASDAQ Capital Market or any other Eligible Market, or any national securities exchange, market or trading or quotation facility on which the Common Stock is then listed or quoted. Warrants means the Warrants issued pursuant to the Purchase Agreement. Warrant Shares means the shares of Common St

Certain Definitions from Registration Rights Agreement

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

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

Certain Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of April 5, 2017 (this Agreement), by and between PacWest Bancorp, a Delaware corporation (Parent), and CU Bancorp, a California corporation (the Company) (collectively hereinafter referred to as the Parties).

Certain Definitions. The following terms are used in this Agreement with the meanings set forth below: Acquisition Proposal means (A) any proposal, offer or inquiry with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or any of its Subsidiaries that if consummated, would result in any Person (or the stockholders of any Person) owning 15% or more of the total voting power of the Company or the surviving entity in a merger involving such party or the resulting parent company of such surviving entity and (B) any proposal or offer to acquire in any manner, directly or indirectly, 15% or more of the total voting power of any class of equity securities of the Company or those of any of its Subsidiaries or 15% or more of the Companys consolidated total assets (including equity securities of its Subsidiaries), in each case other than the transactions contemplated by this Agreement. Adjusted Shareholders Equity has the meaning set forth in Section 6.03(d). Advisors has the meaning set forth in Section 6.03(d). Affiliate means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by or is under common control with such Person. For purposes of this definition, control of a Person shall mean the possession, direct or indirect, 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. Agreement means this Agreement, as amended or modified from time to time in accordance with Section 8.02. ALL has the meaning set forth in Section 4.02(v). Alternative Acquisition Agreement has the meaning set forth in Section 5.06(c)(i)(B). Anti-Bribery and Anti-Corruption Laws means the FCPA and all other applicable anti-bribery and anti-corruption Laws. Bank Merger has the meaning set forth in the Recitals to this Agreement. Bank Merger Certificate has the meaning set forth in Section 5.19. Bank Secrecy Act means the Currency and Foreign Transaction Reporting Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act and their implementing regulations. Bankruptcy and Equity Exception has the meaning set forth in Section 4.02(e). Benefit Plans has the meaning set forth in Section 4.02(n). Book-Entry Share has the meaning set forth in Section 3.01(a). Business Day means Monday through Friday of each week, except a legal holiday recognized as such by the United States federal government or any day on which banking institutions in the State of California are authorized or obligated to close. CA Agreement of Merger has the meaning set forth in Section 2.02. California Secretary means the Secretary of State of the State of California. Cash Consideration has the meaning set forth in Section 3.01(a). CDBO means the California Department of Business Oversight. Certificate has the meaning set forth in Section 3.01(a). Certificate of Merger has the meaning set forth in Section 2.02. CFC means the California Financial Code. Claim has the meaning set forth in Section 5.11(a). Closing has the meaning set forth in Section 2.02. Closing Date has the meaning set forth in Section 2.02. Closing Financial Statements has the meaning set forth in Section 5.15. Code means the Internal Revenue Code of 1986, as amended. Community Reinvestment Act means the Community Reinvestment Act of 1977, as amended. Company has the meaning set forth in the Preamble of this Agreement. Company 401(k) Plan has the meaning set forth in Section 5.12(d). Company Applicable Date has the meaning set forth in Section 4.02(g). Company Board means the board of directors of the Company. Company Board Recommendation has the meaning set forth in Section 5.04. Company Bylaws means the bylaws of the Company, as amended. Company Change of Recommendation has the meaning set forth in Section 5.06(c)(i)(A). Company Charter means the certificate of incorporation of the Company, as amended. Company Common Stock means the common stock, no par value per share, of the Company. Company Disclosure Schedule has the meaning set forth in Section 4.01. Company Equity Awards has the meaning set forth in Section 3.04(c). Company Loan Property has the meaning set forth in Section 4.02(p). Company Material Adverse Effect means any effect, circumstance, occurrence or change that is (i) material and adverse to the business, assets or deposit liabilities, properties, operations, results of operations, condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) that materially impairs the ability of the Company to consummate the Merger and the transactions contemplated hereby on a timely basis; provided, however, that none of the following effects, circumstances, occurrences or changes shall be considered when determining if a Company Material Adverse Effect

Certain Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of April 5, 2017 (this Agreement), by and between PacWest Bancorp, a Delaware corporation (Parent), and CU Bancorp, a California corporation (the Company) (collectively hereinafter referred to as the Parties).

Certain Definitions. The following terms are used in this Agreement with the meanings set forth below: Acquisition Proposal means (A) any proposal, offer or inquiry with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or any of its Subsidiaries that if consummated, would result in any Person (or the stockholders of any Person) owning 15% or more of the total voting power of the Company or the surviving entity in a merger involving such party or the resulting parent company of such surviving entity and (B) any proposal or offer to acquire in any manner, directly or indirectly, 15% or more of the total voting power of any class of equity securities of the Company or those of any of its Subsidiaries or 15% or more of the Companys consolidated total assets (including equity securities of its Subsidiaries), in each case other than the transactions contemplated by this Agreement. Adjusted Shareholders Equity has the meaning set forth in Section 6.03(d). Advisors has the meaning set forth in Section 6.03(d). Affiliate means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by or is under common control with such Person. For purposes of this definition, control of a Person shall mean the possession, direct or indirect, 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. Agreement means this Agreement, as amended or modified from time to time in accordance with Section 8.02. ALL has the meaning set forth in Section 4.02(v). Alternative Acquisition Agreement has the meaning set forth in Section 5.06(c)(i)(B). Anti-Bribery and Anti-Corruption Laws means the FCPA and all other applicable anti-bribery and anti-corruption Laws. Bank Merger has the meaning set forth in the Recitals to this Agreement. Bank Merger Certificate has the meaning set forth in Section 5.19. Bank Secrecy Act means the Currency and Foreign Transaction Reporting Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act and their implementing regulations. Bankruptcy and Equity Exception has the meaning set forth in Section 4.02(e). Benefit Plans has the meaning set forth in Section 4.02(n). Book-Entry Share has the meaning set forth in Section 3.01(a). Business Day means Monday through Friday of each week, except a legal holiday recognized as such by the United States federal government or any day on which banking institutions in the State of California are authorized or obligated to close. CA Agreement of Merger has the meaning set forth in Section 2.02. California Secretary means the Secretary of State of the State of California. Cash Consideration has the meaning set forth in Section 3.01(a). CDBO means the California Department of Business Oversight. Certificate has the meaning set forth in Section 3.01(a). Certificate of Merger has the meaning set forth in Section 2.02. CFC means the California Financial Code. Claim has the meaning set forth in Section 5.11(a). Closing has the meaning set forth in Section 2.02. Closing Date has the meaning set forth in Section 2.02. Closing Financial Statements has the meaning set forth in Section 5.15. Code means the Internal Revenue Code of 1986, as amended. Community Reinvestment Act means the Community Reinvestment Act of 1977, as amended. Company has the meaning set forth in the Preamble of this Agreement. Company 401(k) Plan has the meaning set forth in Section 5.12(d). Company Applicable Date has the meaning set forth in Section 4.02(g). Company Board means the board of directors of the Company. Company Board Recommendation has the meaning set forth in Section 5.04. Company Bylaws means the bylaws of the Company, as amended. Company Change of Recommendation has the meaning set forth in Section 5.06(c)(i)(A). Company Charter means the certificate of incorporation of the Company, as amended. Company Common Stock means the common stock, no par value per share, of the Company. Company Disclosure Schedule has the meaning set forth in Section 4.01. Company Equity Awards has the meaning set forth in Section 3.04(c). Company Loan Property has the meaning set forth in Section 4.02(p). Company Material Adverse Effect means any effect, circumstance, occurrence or change that is (i) material and adverse to the business, assets or deposit liabilities, properties, operations, results of operations, condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) that materially impairs the ability of the Company to consummate the Merger and the transactions contemplated hereby on a timely basis; provided, however, that none of the following effects, circumstances, occurrences or changes shall be considered when determining if a Company Material Adverse Effect

Certain Definitions from Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT, dated as of June 30, 2010, by and among Green Bancorp, Inc., a Texas corporation (the Company), and the investors listed on the signature pages of this Agreement (each a Shareholder and collectively, the Shareholders).

Certain Definitions. Capitalized terms used but not defined herein have the meanings set forth in the Shareholders Agreement. In addition, the following terms shall have the following meanings: Affiliate of any Person means any other Person which directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. The term control (including the terms controlling, controlled by and under common control with) as used with respect to any Person means the possession, direct or indirect, 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. Agreement means this Registration Rights Agreement, including all amendments, modifications and supplements and any exhibits or schedules to any of the foregoing, and shall refer to this Registration Rights Agreement as the same may be in effect at the time such reference becomes operative. Company has the meaning set forth in the introductory paragraph. Covered Shares means (i) any shares of Common Stock issued to the Shareholders pursuant to the Investment Agreements, (ii) any shares of Common Stock acquired by the Shareholders in addition to those referred to in clause (i) after the date of this Agreement and prior to the date of an Initial Public Offering and (iii) any Common Stock issued or issuable with respect thereto upon any stock dividend, split, recapitalization or similar event. Demand Registration has the meaning set forth in Section 2(a) hereof. Exchange Act means the Securities Exchange Act of 1934, as amended. Governmental Entity means any national, federal, state, municipal, local, territorial, foreign or other government or any department, commission, board, bureau, agency, regulatory authority or instrumentality thereof, or any court, judicial, administrative or arbitral body or public or private tribunal having supervisory or regulatory authority over the Company or any Subsidiary of the Company. Holder means any holder of record of Registrable Common Stock and any transferees of such Registrable Common Stock from such Holders in accordance with Section 5.6 of the Shareholders Agreement. For purposes of this Agreement, the Company may deem and treat the registered holder of Registrable Common Stock as the Holder and absolute owner thereof, and the Company shall not be affected by any notice to the contrary. Initial Public Offering means the first underwritten public offering of the Common Stock (or other equity securities of the Company) or equity securities of the Company to the general public through a registration statement filed with the SEC. Initiating Holder has the meaning set forth in Section 2(a) hereof. For purposes of this Agreement, each group of two or more affiliated Harvest Shareholders collectively making a request for a Demand Registration, two or more affiliated Pine Brook Shareholders collectively making a request for a Demand Registration and two or more affiliated FFL Shareholders collectively making a request for a Demand Registration shall be deemed to be one Initiating Holder. Other Holders means, collectively, all Holders other than the Principal Holders. Person means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, incorporated organization, association, corporation, institution, public benefit corporation, Governmental Entity or any other entity. Piggyback Registration means (i) an Initial Public Offering where the Company registers any of its common equity securities under the Securities Act for the account of the Company and/or one or more shareholders of the Company and the registration form to be used may be used for any registration of Registrable Common Stock, and (ii) any registration of the Companys common equity securities under the Securities Act (other than a registration statement on Form S-8 or on Form S-4 or any similar successor forms thereto) that is effected at any time following consummation of an Initial Public Offering, whether such registration is effected for the Companys own account or for the account of one or more shareholders of the Company, and the registration form to be used may be used for any registration of Registrable Common Stock.

Certain Definitions from Confidentiality and Non Compete Agreement

This Second Amendment to Employment, Confidentiality and Non-Compete Agreement (this Second Amendment), dated as of March 1, 2017 (Amendment Date), is by and between Elevate Credit Service, LLC, a Delaware limited liability company (Company or Employer) and Chris Lutes (Employee).

Certain Definitions. Section 2.2.4(A)(iv) of the Agreement is hereby amended and restated, in its entirety, to read as follows: (iv) Employees using for Employees own benefit or the benefit of any third party any material, non-public information, confidential information or proprietary information of any entity within the Elevate Group, or willfully or negligently disclosing any such information to third parties without the prior written consent of Companys CEO or the Board of EC, or any violation by Employee of any of Employees obligations under Section 4; provided, however, that any such use or disclosure is subject to the whistleblower provisions of Employers Code of Business Conduct and Ethics Policy, and provided further, that nothing in this Agreement restricts Employee from initiating communications with, responding to any inquiry from, or providing testimony before the SEC, FINRA, any other self-regulatory organization or any other state or federal regulatory authority without the prior consent of Employer;

Certain Definitions from Confidentiality and Non Compete Agreement

This Second Amendment to Employment, Confidentiality and Non-Compete Agreement (this Second Amendment), dated as of March 1, 2017 (Amendment Date), is by and between Elevate Credit Service, LLC, a Delaware limited liability company (Company or Employer) and Jason Harvison (Employee).

Certain Definitions. Section 2.2.4(A)(iv) of the Agreement is hereby amended and restated, in its entirety, to read as follows: (iv) Employees using for Employees own benefit or the benefit of any third party any material, non-public information, confidential information or proprietary information of any entity within the Elevate Group, or willfully or negligently disclosing any such information to third parties without the prior written consent of Companys CEO or the Board of EC, or any violation by Employee of any of Employees obligations under Section 4; provided, however, that any such use or disclosure is subject to the whistleblower provisions of Employers Code of Business Conduct and Ethics Policy, and provided further, that nothing in this Agreement restricts Employee from initiating communications with, responding to any inquiry from, or providing testimony before the SEC, FINRA, any other self-regulatory organization or any other state or federal regulatory authority without the prior consent of Employer;

Certain Definitions from Confidentiality and Non Compete Agreement

This Second Amendment to Employment, Confidentiality and Non-Compete Agreement (this Second Amendment), dated as of March 1, 2017 (Amendment Date), is by and between Elevate Credit Service, LLC, a Delaware limited liability company (Company or Employer) and Kenneth E. Rees (Employee).

Certain Definitions. Section 2.2.4(A)(iv) of the Agreement is hereby amended and restated, in its entirety, to read as follows: (iv) Employees using for Employees own benefit or the benefit of any third party any material, non-public information, confidential information or proprietary information of any entity within the Elevate Group, or willfully or negligently disclosing any such information to third parties without the prior written consent of the Board of EC, or any violation by Employee of any of Employees obligations under Section 4; provided, however, that any such use or disclosure is subject to the whistleblower provisions of Employers Code of Business Conduct and Ethics Policy, and provided further, that nothing in this Agreement restricts Employee from initiating communications with, responding to any inquiry from, or providing testimony before the SEC, FINRA, any other self-regulatory organization or any other state or federal regulatory authority without the prior consent of Employer;

Certain Definitions from Agreement

This agreement (this Agreement) is made and entered into as of February 6, 2017, by and among Autodesk, Inc., a Delaware corporation (the Company), and each of the entities listed as an Investor on the signature pages hereto (each, an Investor and, collectively, the Investors).

Certain Definitions. As used in this Agreement, the term (a) person shall be interpreted broadly to include, among others, any individual, general or limited partnership, corporation, limited liability or unlimited liability company, joint venture, estate, trust, group, association or other entity of any kind or structure; (b) Affiliate and Associate shall have the meanings set forth in Rule 12b-2 promulgated under the Exchange Act; provided, that neither Affiliate nor Associate shall include any entity whose equity securities are registered under the Exchange Act (or are publicly traded in a foreign jurisdiction), solely by reason of the fact that a principal of an Investor serves as a member of its board of directors or similar governing body, unless such Investor otherwise controls such entity (as the term control is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act) and no entity shall be an Associate solely by reason of clause (1) of the definition of Associate in Rule 12b-2 if it is not otherwise an Affiliate; (c) Voting Securities shall mean the shares of the Common Stock and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, such shares or other securities, whether or not subject to the passage of time or other contingencies; (d) business day shall mean any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of San Francisco is closed; and (e) beneficially own, beneficially owned and beneficial ownership shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.

Certain Definitions from Registration Rights Agreement

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

Certain Definitions. As used herein, the following terms shall have the following meanings: Additional Piggyback Rights has the meaning set forth in Section 2.2(c). Affiliate means (a) with respect to any AIP Person or JPM Person, any Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, and includes any private equity investment fund the which is the primary investment advisor (or an Affiliate thereof) to such specified Person and (b) with respect to any other Person, any Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. It is understood and agreed that, for purposes hereof, (i) each AIP Person shall be deemed to be an Affiliate of every other AIP Person, (ii) each JPM Person shall be deemed to be an Affiliate of every other JPM Person, (iii) neither the Company nor any subsidiary of the Company shall be deemed to be an Affiliate of any Holder, and (iv) except as set forth in clauses (i) or (ii) above, no Holder shall be deemed to be an Affiliate of any other Holder. Agreement means this Registration Rights Agreement, as this agreement may be amended, modified, supplemented or restated from time to time after the date hereof. AIP has the meaning set forth in the preamble. AIP Person has the meaning set forth in the preamble and any subsequent Holder who is Assigned all, but not less than all, of such AIP Persons Registrable Securities in a single transaction in accordance with Section 4.5. [Ally has the meaning set forth in the preamble.] Assign means to directly or indirectly sell, transfer, assign, distribute, exchange, pledge, hypothecate, mortgage, grant a security interest in, encumber or otherwise dispose of Registrable Securities, whether voluntarily or by operation of law, including by way of a merger. Assignor, Assignee, Assigning and Assignment have meanings corresponding to the foregoing. automatic shelf registration statement has the meaning set forth in Section 2.4. Board means the Board of Directors of the Company. Business Day means any day other than a Saturday, Sunday or day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close. Carryover Amount for any Holder means, with respect to any registered offering in which such Holder elected not to participate after receipt of a notice under Section 2.2(a), a number of Registrable Securities equal to the number of Registrable Securities then held by such Holder, multiplied by a fraction (expressed as a percentage), the numerator of which is equal to the number of Registrable Securities sold by the Holder that sold the most Registrable Securities in such offering and the denominator of which is the number of Registrable Securities held by such Holder immediately prior to such offering. Claims has the meaning set forth in Section 2.9(a). Company Shares means common stock of the Company, par value $0.001 per share, and any and all securities of any kind whatsoever of the Company that may be issued by the Company after the date hereof in respect of, in exchange for, or in substitution of, Company Shares, pursuant to any stock dividends, splits, reverse splits, combinations, reclassifications, recapitalizations, reorganizations and the like occurring after the date hereof. Company Shares Equivalents means all options, warrants and other securities convertible into, or exchangeable or exercisable for (at any time or upon the occurrence of any event or contingency and without regard to any vesting or other conditions to which such securities may be subject) Company Shares or other equity securities of the Company (including, without limitation, any note or debt security convertible into or exchangeable for Company Shares or other equity securities of the Company). Company means REV Group, Inc. and any successor thereto. Demand Exercise Notice has the meaning set forth in Section 2.1(a). Demand Registration has the meaning set forth in Section 2.1(a). Demand Registration Request has the meaning set forth in Section 2.1(a). Exchange Act means the Securities Exchange Act of 1934, as amended. Expenses means any and all fees and expenses incident to the Companys performance of or compliance with Article 2, including, without limitation: (i) SEC, stock exchange or FINRA registration and filing fees and all listing fees and fees with respect to the inclusion of securities on the New York Stock Exchange or on any other securities market on which the Company Shares are listed or quoted, (ii) fees and expenses of compliance with state securities or blue sky laws and in connection with the preparation of a blue sky survey, including, without limitation, reasonable fees and expenses of outside blue sky counsel, (iii) printing and copying expenses, (iv) messenger and delivery expenses, (v) expenses incurred in connection with any road show, (vi) fees and disbursements of counsel for