Securities and Exchange Commission Uses in Certain Definitions Clause

Certain Definitions from Equity Incentive Plan

Certain Definitions. Absolute Share Limit shall have the meaning given such term in Section 1.5 of this Plan. Affiliate shall mean (i) any person directly or indirectly controlling, controlled by, or under common control with such other person, (ii) any executive officer or general partner of such other person and (iii) any legal entity for which such person acts as an executive officer or general partner. Agreement shall mean the written or electronic agreement evidencing an award hereunder between the Company and the recipient of such award. Award shall mean any Option (including any Incentive Stock Option or any Nonqualified Stock Option), SAR, Bonus Stock Award, Restricted Stock Award, Restricted Stock Unit Award, Performance Award, Other Equity-Based Award (including LTIP Units), or Substitute Award, together with any other right or interest, granted to a Participant. Board shall mean the Board of Directors of the Company. Bonus Stock shall mean shares of Common Stock which are not subject to a Restriction Period or Performance Measures. Bonus Stock Award shall mean an award of Bonus Stock under this Plan. Change in Control shall have the meaning set forth in Section 6.8(b). Class A Shares shall mean the Class A common stock, $0.001 par value per share, of the Company, and all rights appurtenant thereto. Code shall mean the Internal Revenue Code of 1986, as amended. Committee shall mean the Compensation Committee designated by the Board, consisting of two or more members of the Board, each of whom may be (i) a Non-Employee Director within the meaning of Rule 16b-3 under the Exchange Act, (ii) an outside director within the meaning of Section 162(m) of the Code (if awards under this Plan are subject to the deduction limitation of Section 162(m) of the Code) and (iii) independent within the meaning of the rules of the New York Stock Exchange or any other stock exchange on which the shares of Common Stock have been listed by the Company. If there is no Compensation Committee, then Committee shall mean the Board; provided, however, that any action taken by the Committee shall be valid and effective, whether or not the members of the Committee at the time of such action are later determined not to have satisfied the foregoing requirements or otherwise provided in any charter of the Committee; and provided further that with respect to awards made to a Non-Management Director, Committee shall mean the Board. Common Stock shall mean the common stock, par value $0.001 per share, of the Company, and all rights appurtenant thereto. Company shall mean TPG RE Finance Trust, Inc., a Maryland corporation, or any successor thereto. Consultant shall mean any consultant or advisor, including a consultant or advisor of the Manager or any of its Affiliates, who is a natural person and who provides services to the Company or any Subsidiary, so long as that person (i) renders bona fide services that are not in connection with the offer and sale of the Companys securities in a capital raising transaction, (ii) does not directly or indirectly promote or maintain a market for the Companys securities, and (iii) otherwise qualifies as a consultant under the applicable rules of the Securities and Exchange Commission for registration of securities on a Form S-8 registration statement (or any successor thereto). Dividend Equivalent Right shall mean the right, subject to the terms and conditions prescribed by the Committee, of a Participant to receive (or have credited) cash, securities, or other property in amounts equivalent to the cash, securities, or other property dividends declared on shares of Common Stock with respect to specified Restricted Stock Units, Performance Awards, or Other Equity-Based Awards of units denominated in shares of Common Stock or other Company securities, as determined by the Committee, in its sole discretion. Except as otherwise provided by the Committee, Dividend Equivalent Rights payable on a Restricted Stock Unit award, a Performance Award, or an Other Equity-Based Award that does not become non-forfeitable solely on the basis of continued employment or service shall be accumulated and distributed, without interest, only when and to the extent that, the underlying award is vested and earned. The Committee may provide that Dividend Equivalent Rights (if any) shall be automatically reinvested in additional shares of Common Stock or otherwise reinvested, applied to the purchase of additional Awards under this Plan, or deferred without interest to the date of vesting of the associated Award. Effective Date shall mean [*], the date on which this Plan was adopted by the Board, subject to obtaining the approval of the Companys stockholders. Exchange Act shall mean the Securities Exchange Act of 1934, as amended. Fair Market Value shall mean, as of any specified date, (i) if the Common Stock is listed on a national securities exchange, the closing sales price of a share of Common Stock, as reported on the stock exchange composi

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 Registration Rights Agreement

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

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

CERTAIN DEFINITIONS from Registration Rights Agreement

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

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

Certain Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is entered into as of February 2, 2017 by and among Farmland Partners Inc., a Maryland corporation (the Company), and each of the holders (collectively, the Holders and each individually, a Holder) of common units of limited partnership interest in Farmland Partners Operating Partnership, LP, a Delaware limited partnership (FPI OP), as set forth on Exhibit A hereto.

Certain Definitions. As used in this Agreement, in addition to the other terms defined herein, the following capitalized terms shall have the following meanings: Agreement shall have the meaning set forth in the preamble to this Agreement. Affiliate shall mean a Person that directly or indirectly though one or more intermediaries, controls, is controlled by, or is under common control with a specified Person. 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. Company Offering shall have the meaning set forth in Section 8 hereof. Contribution Agreement shall have the meaning set forth in the recitals to this Agreement. Exchange Act shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Holder or Holders shall have the meaning set forth in the preamble to this Agreement. Indemnitee shall have the meaning set forth in Section 5 hereof. NYSE shall mean the New York Stock Exchange. Offering Blackout Period shall have the meaning set forth in Section 8 hereof. Permitted Free Writing Prospectus shall have the meaning set forth in Section 3(b) hereof. Person shall mean any natural person, partnership, association, limited liability company, corporation, trust, or unincorporated organization, or other governmental or legal entity. Prospectus shall mean the prospectus included in the Registration Statement, including any preliminary prospectus (including any Permitted Free Writing Prospectus, as defined above), as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Shares (as defined below) covered by such Registration Statement, and by all other amendments and supplements to such prospectus, including post-effective amendments, and in each case including all material incorporated by reference therein. Registrable Shares shall mean the Shares and any shares of Common Stock or other securities issued or issuable in respect of Registrable Shares by way of spin-off, dividend or other distribution, stock split or in connection with a combination of shares, reclassification, merger, consolidation or reorganization; provided, however, that Registrable Shares shall not include (a) Shares for which the Registration Statement relating to the issuance and/or sale thereof has become effective under the Securities Act and which have been disposed of under such Registration Statement, (b) Shares sold pursuant to Rule 144, or (c) if, in the opinion of counsel reasonably acceptable to the Company and the Holders, Shares are eligible to be sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act and the Company has removed all transfer restrictions and legends with respect to the registration and prospectus delivery requirements for the consummation of such sale. Registration Expenses shall mean any and all expenses incident to the performance of or compliance with this Agreement, including without limitation: (i) all registration and filing fees; (ii) all fees and expenses associated with a required listing of the Registrable Shares on any securities exchange; (iii) all fees and expenses with respect to filings required to be made with the NYSE or any other securities exchange; (iv) all fees and expenses of compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for the holders of securities in connection with blue sky qualifications of the securities and determination of their eligibility for investment under the laws of such jurisdictions); (v) all printing expenses, messenger, telephone and delivery expenses; and (vi) all fees and disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses of any comfort letters or costs associated with the delivery by independent registered public accountants of a comfort letter or comfort letters); provided, however, that Registration Expenses shall not include, and the Company shall not have any obligation to pay, any underwriting fees, discounts, or commissions attributable to the sale of such Registrable Shares, or any legal fees and expenses of counsel to any Holder and any underwriter engaged by any Holder. Registration Statement shall mean any registration statement of the Company which covers the resale of any of the Registrable Shares under the Securities Act on an appropriate form, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all materials incorporated by reference therein. Rule 144 shall mean Rule 144 promulgated under the Securities Act (or any successor provision). SEC shall mean the Securities and Exchange Commission. Se

CERTAIN DEFINITIONS from Exclusive Patent License Agreement

This License Agreement (Agreement) is made as of the 10th day of May, 2016 (Effective Date), by and between Miragen Therapeutics, Inc., a Delaware corporation, having a principal place of business at 6200 Lookout Road, Suite 100, Boulder CO 80301 (Company) and The Brigham and Womens Hospital, Inc., a not-for-profit Massachusetts corporation, with a principal place of business at 75 Francis Street, Boston, Massachusetts 02115 (Hospital), each referred to herein individually as a Party and collectively as the Parties.

CERTAIN DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings, unless the context requires otherwise. 1.1 Affiliate with respect to either Party shall mean any corporation or other legal entity other than that Party in whatever country organized, controlling, controlled by or under common control with that Party. The term control shall mean (i) in the case of Company, direct or indirect ownership of fifty percent (50%) or more of the voting securities having the right to elect directors, and (ii) in the case of Hospital, the power, direct or indirect, to elect or appoint fifty percent (50%) or more of the directors or trustees, or to cause direction of management and policies, whether through the ownership of voting securities, by contract or otherwise. 1.2 Claim shall mean any (a) pending claim of any Patent Right; or (b) issued and unexpired claim of any Patent Right, which claim (in each case of (a) and (b)) has not been permanently revoked, nor held unenforceable or invalid by a decision of a court or other governmental agency of competent jurisdiction that is unappealable or unappealed in the time allowed for appeal, and has not been disclaimed, denied or admitted to be invalid or unenforceable through reissue, re-examination, disclaimer or otherwise. 1.3 Combination Product shall mean a Therapeutic Product that combines one or more pharmacologically active ingredients (which term excludes, for clarity, excipients, controlled-release compositions, materials to increase bioavailability, solubility, and/or stability) not covered by or that do not infringe the Patent Rights (Other Components) with one or more pharmacologically active ingredients covered by or that would infringe the Patent Rights (but for the license hereunder)in a single formulation or final package presentation for Sale as a single unit. 1.4 Commercially Reasonable Efforts shall mean, with respect to a partys obligations under this Agreement, the carrying out of such obligations with a level of efforts and resources consistent for a similarly situated company in the applicable industry for the research, development and/or commercialization of a similarly situated therapeutic or diagnostic product as a Licensed Product at a similar stage of development and/or commercialization, taking into account the anticipated value of the commercial opportunity, the prevailing regulatory environment and competitive market conditions. 1.5 Cost shall mean cost of goods sold including direct unit cost of manufacturing and preparing the Product for Sale exclusive of selling, general and administrative expense, research and development expense and distribution costs as recorded pursuant to U.S. Generally Accepted Accounting Principles, the International Financial Reporting Standards or equivalent foreign regulations. 1.6 Diagnostic Product shall mean any Product or Process that is or uses an IVD Kit or LDT designed to diagnose or monitor the progression of a disease or condition (including response to treatment). 1.7 Distributor shall mean any third party entity to whom Company, a Company Affiliate or a Sublicensee has granted, express or implied, the right to distribute any Licensed Product pursuant to Section 2.1(b)(ii). 1.8 First Commercial Sale shall mean the initial Sale anywhere in the applicable License Territory of a Licensed Product. 1.9 IND shall mean investigational new drug application, clinical trial application, clinical trial exemption or similar or equivalent application or submission for approval to conduct human clinical investigation filed with or submitted to the applicable regulatory authority. 1.10 Initiation of a clinical trial shall mean the dosing of the first patient enrolled in such clinical trial. 1.11 IVD Kit shall mean a kit for use in in-vitro diagnostic testing. 1.12 LDT shall mean a laboratory developed test performed in a medical and/or clinical laboratory that is operating in compliance with the Clinical Laboratory Improvement Amendments of 1988 (CLIA), or its foreign equivalent, said test being performed on clinical specimens for the diagnosis, treatment and/or prevention of disease. 1.13 License Field shall mean all uses. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 1.14 License Territory shall mean worldwide. 1.15 Licensed Product shall mean any Therapeutic Product or Diagnostic Product. 1.16 Marketing Approval shall mean all approvals, including pricing and reimbursement approvals, necessary for the commercial Sale of a Licensed Product in the License Field in a given country or regulatory jurisdiction in the License Territory. Marketing Approval in EU shall be deemed achieved only if Marketing Approval (including pricing and reimbursement approval) has been obtained in at least two (2) of the following countries: France, Germany, Italy, Spai

CERTAIN DEFINITIONS from Exclusive Patent License Agreement

This License Agreement (Agreement) is made as of the 10th day of May, 2016 (Effective Date), by and between Miragen Therapeutics, Inc., a Delaware corporation, having a principal place of business at 6200 Lookout Road, Suite 100, Boulder CO 80301 (Company) and The Brigham and Womens Hospital, Inc., a not-for-profit Massachusetts corporation, with a principal place of business at 75 Francis Street, Boston, Massachusetts 02115 (Hospital), each referred to herein individually as a Party and collectively as the Parties.

CERTAIN DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings, unless the context requires otherwise. 1.1 Affiliate with respect to either Party shall mean any corporation or other legal entity other than that Party in whatever country organized, controlling, controlled by or under common control with that Party. The term control shall mean (i) in the case of Company, direct or indirect ownership of fifty percent (50%) or more of the voting securities having the right to elect directors, and (ii) in the case of Hospital, the power, direct or indirect, to elect or appoint fifty percent (50%) or more of the directors or trustees, or to cause direction of management and policies, whether through the ownership of voting securities, by contract or otherwise. 1.2 Claim shall mean any (a) pending claim of any Patent Right; or (b) issued and unexpired claim of any Patent Right, which claim (in each case of (a) and (b)) has not been permanently revoked, nor held unenforceable or invalid by a decision of a court or other governmental agency of competent jurisdiction that is unappealable or unappealed in the time allowed for appeal, and has not been disclaimed, denied or admitted to be invalid or unenforceable through reissue, re-examination, disclaimer or otherwise. 1.3 Combination Product shall mean a Therapeutic Product that combines one or more pharmacologically active ingredients (which term excludes, for clarity, excipients, controlled-release compositions, materials to increase bioavailability, solubility, and/or stability) not covered by or that do not infringe the Patent Rights (Other Components) with one or more pharmacologically active ingredients covered by or that would infringe the Patent Rights (but for the license hereunder)in a single formulation or final package presentation for Sale as a single unit. 1.4 Commercially Reasonable Efforts shall mean, with respect to a partys obligations under this Agreement, the carrying out of such obligations with a level of efforts and resources consistent for a similarly situated company in the applicable industry for the research, development and/or commercialization of a similarly situated therapeutic or diagnostic product as a Licensed Product at a similar stage of development and/or commercialization, taking into account the anticipated value of the commercial opportunity, the prevailing regulatory environment and competitive market conditions. 1.5 Cost shall mean cost of goods sold including direct unit cost of manufacturing and preparing the Product for Sale exclusive of selling, general and administrative expense, research and development expense and distribution costs as recorded pursuant to U.S. Generally Accepted Accounting Principles, the International Financial Reporting Standards or equivalent foreign regulations. 1.6 Diagnostic Product shall mean any Product or Process that is or uses an IVD Kit or LDT designed to diagnose or monitor the progression of a disease or condition (including response to treatment). 1.7 Distributor shall mean any third party entity to whom Company, a Company Affiliate or a Sublicensee has granted, express or implied, the right to distribute any Licensed Product pursuant to Section 2.1(b)(ii). 1.8 First Commercial Sale shall mean the initial Sale anywhere in the applicable License Territory of a Licensed Product. 1.9 IND shall mean investigational new drug application, clinical trial application, clinical trial exemption or similar or equivalent application or submission for approval to conduct human clinical investigation filed with or submitted to the applicable regulatory authority. 1.10 Initiation of a clinical trial shall mean the dosing of the first patient enrolled in such clinical trial. 1.11 IVD Kit shall mean a kit for use in in-vitro diagnostic testing. 1.12 LDT shall mean a laboratory developed test performed in a medical and/or clinical laboratory that is operating in compliance with the Clinical Laboratory Improvement Amendments of 1988 (CLIA), or its foreign equivalent, said test being performed on clinical specimens for the diagnosis, treatment and/or prevention of disease. 1.13 License Field shall mean all uses. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 1.14 License Territory shall mean worldwide. 1.15 Licensed Product shall mean any Therapeutic Product or Diagnostic Product. 1.16 Marketing Approval shall mean all approvals, including pricing and reimbursement approvals, necessary for the commercial Sale of a Licensed Product in the License Field in a given country or regulatory jurisdiction in the License Territory. Marketing Approval in EU shall be deemed achieved only if Marketing Approval (including pricing and reimbursement approval) has been obtained in at least two (2) of the following countries: France, Germany, Italy, Spai

CERTAIN DEFINITIONS from Assignment Agreement

This Assignment Agreement, dated as of November 4, 2016, (this Agreement), is by and between Barry Diller, an individual (Diller), and Liberty Expedia Holdings, Inc., a Delaware corporation (Splitco).

CERTAIN DEFINITIONS. As used in this Agreement, the following terms have the respective meanings set forth below. Agreement has the meaning set forth in the Preamble. Amended Stockholders Agreement means the Stockholders Agreement, as amended by the Stockholders Agreement Assignment and the Stockholders Agreement Amendment. Assignment has the meaning set forth in Section 2(a)(i). Beneficial Owner and Beneficial Ownership has the meaning given such term in Rule 13d-3 under the Exchange Act and a Persons beneficial ownership of Common Shares or any shares of Capital Stock of Expedia which are then entitled to vote generally in the election of directors shall be calculated in accordance with the provisions of such Rule; provided, however, that for purposes of determining beneficial ownership, (i) a Person shall be deemed to be the beneficial owner of any Equity which may be acquired by such Person (disregarding any legal impediments to such beneficial ownership), whether within sixty (60) days or thereafter, upon the conversion, exchange or exercise of any warrants, options, rights or other securities issued by Expedia and (ii) no Person shall be deemed to beneficially own any Equity solely as a result of such Persons execution of any Transaction Instrument (including by virtue of holding a proxy with respect to any shares) or such Persons filing of any reports, forms or schedules with the Securities and Exchange Commission in connection with any of the matters contemplated hereby or thereby, it being understood that for purposes of this definition Diller does not Beneficially Own the Common Shares subject to the Splitco Proxy. 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. Capital Stock means, with respect to any Person at any time, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of capital stock, partnership interests (whether general or limited) or equivalent ownership interests in or issued by such Person. Certificate means the Amended and Restated Certificate of Incorporation of Splitco, as in effect at the Effective Time (as the same may be amended from time to time). Common Shares has the meaning set forth in the Stockholders Agreement. Covered Shares has the meaning ascribed to such term in the Malone Proxy. Diller has the meaning set forth in the Preamble. Effective Time has the meaning set forth in the Transaction Agreement. Equity has the meaning given such term in the Amended Stockholders Agreement. Exchange Act means the Securities Exchange Act of 1934, as amended. Expedia means Expedia, Inc., a Delaware corporation, and any successor by merger, consolidation or other business combination. Expedia Reimbursement Agreement has the meaning set forth in the Transaction Agreement. Governance Agreement has the meaning set forth in the Recitals. Governance Agreement Assignment has the meaning set forth in the Recitals. Group shall have the meaning assigned to it in Section 13(d)(3) of the Exchange Act. Letter Agreement means that certain letter agreement from Diller to Liberty, to be delivered in connection with the Split-Off pursuant to the last sentence of Section 5.1 of the Stockholders Agreement. Liberty has the meaning set forth in the Recitals. Malone has the meaning set forth in the Recitals. Malone Group has the meaning set forth in the Recitals. Malone Proxy has the meaning set forth in the Recitals. Mrs. Malone has the meaning set forth in the Recitals. Person means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivisions thereof or any Group comprised of two or more of the foregoing. Proxy Swap Termination Date has the meaning assigned to it in the Transaction Agreement. Splitco has the meaning set forth in the Preamble. Splitco Bylaws means the amended and restated bylaws of Splitco as in effect at the Effective Time, as the same may be amended from time to time in compliance with the Certificate and such bylaws. Splitco Proxy has the meaning set forth in the Recitals. Split-Off has the meaning set forth in the Recitals. Splitco Stockholder Group means Splitco and those Subsidiaries (as defined in the Amended Stockholders Agreement) of Splitco that, from time to time, hold Equity subject to the Amended Stockholders Agreement. Stockholders Agreement has the meaning set forth in the Recitals. Stockholders Agreement Amendment has the meaning set forth in the Recitals. Stockholders Agreement Assignment has the meaning set forth in the Recitals. Transaction Agreement has the meaning set forth in the Recitals. Transaction Instrument means any of this Agreement, the Certificate, the Splitco Bylaws, the Malone Proxy, the Stockholders Agreement, the Stockholders Agreement Assign

CERTAIN DEFINITIONS from Voting Agreement

This Proxy and Voting Agreement, dated as of November 4, 2016 (this Agreement), is by and among Barry Diller, an individual (Diller), John C. Malone, an individual (Malone), and Leslie Malone, an individual (Mrs. Malone and together with Malone, the Malone Group).

CERTAIN DEFINITIONS. As used in this Agreement, the following terms have the respective meanings set forth below. Affiliate means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries controls is controlled by or is under common control with such specified Person, for so long as such Person remains so affiliated to the specified Person. For purposes of this definition, (i) natural persons shall not be deemed to be Affiliates of each other, (ii) no member of the Malone Group shall be deemed to be an Affiliate of Liberty, Splitco, Expedia or Diller, (iii) none of Liberty, Splitco, Expedia or Diller shall be deemed to be an Affiliate of any of such other persons, (iv) none of Liberty Media Corporation, Liberty Broadband Corporation, Liberty TripAdvisor Holdings, Inc., Discovery Communications Inc., Starz, CommerceHub, Inc. or Liberty Global plc and, following the Split-Off, Liberty, shall be deemed to be an Affiliate of Splitco or any member of the Malone Group and (v) IAC/InterActiveCorp (IAC) shall not be deemed to be an Affiliate of Expedia or Diller. Agreement has the meaning set forth in the Preamble. Beneficial Owner and Beneficial Ownership has the meaning given such term in Rule 13d-3 under the Exchange Act and a Persons beneficial ownership of Capital Stock which is then entitled to vote generally in the election of directors shall be calculated in accordance with the provisions of such Rule; provided, however, that for purposes of determining beneficial ownership, (i) a Person shall be deemed to be the beneficial owner of any Equity which may be acquired by such Person (disregarding any legal impediments to such beneficial ownership), whether within sixty (60) days or thereafter, upon the conversion, exchange or exercise of any warrants, options, rights or other securities issued by a Person, (ii) no Person shall be deemed to beneficially own any Equity solely as a result of such Persons execution of any Transaction Instrument (including by virtue of holding a proxy with respect to any shares) or such Persons filing of any reports, forms or schedules with the Securities and Exchange Commission in connection with any of the matters contemplated hereby or thereby and (iii) no member of the Malone Group will be deemed to beneficially own any Equity held by The Tracy M. Amonette Trust A (also known as the Tracy L. Neal Trust A) or The Evan D. Malone Trust A, unless and until a member of the Malone Group exercises its right of substitution and acquires such Equity from The Tracy M. Amonette Trust A (also known as the Tracy L. Neal Trust A) or The Evan D. Malone Trust A, respectively. Board means the board of directors of Splitco. 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. Capital Stock means, with respect to any Person at any time, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of capital stock, partnership interests (whether general or limited) or equivalent ownership interests in or issued by such Person. Certificate means the Amended and Restated Certificate of Incorporation of Splitco, as in effect at the Effective Time (as the same may be amended from time to time). Common Stock Directors shall have the meaning assigned to it in the Certificate. Contract means any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license. Convertible Securities means (x) any securities of a Person that are convertible into or exercisable or exchangeable for any shares of any class or series of common stock of such Person or any other Person, whether upon conversion, exercise, or exchange, pursuant to antidilution provisions of such securities or otherwise (other than, for purposes of this Agreement, the Class B common stock of Expedia or the Splitco Series B Stock), and (y) any subscriptions, options, rights, warrants or calls (or any similar securities) or agreements or arrangements of any character, in each case to acquire common stock, preferred stock or other Capital Stock. Covered Series A Shares has the meaning set forth in Section 4(b). Covered Series B Shares has the meaning set forth in Section 4(b). Covered Shares has the meaning set forth in the Recitals. Diller has the meaning set forth in the Preamble. Diller Assignment has the meaning set forth in the Recitals. Effective Time has the meaning set forth in the Transaction Agreement. Equity means any and all shares of Capital Stock of the applicable Person and Convertible Securities of such Person. Exchange Act means the Securities Exchange Act of 1934, as amended. Excluded Matter means any matter submitted to a vote of the stockholders of Splitco or by which the stockholders of Splitco may act by written consent to (x) approve any agreement

Certain Definitions from Amended and Restated Registration Rights Agreement

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

Certain Definitions. In this Agreement, the following terms have the following respective meanings: Affiliate of any Person means any other Person directly or indirectly controlling or controlled by or under common control with such Person. For the purposes of this definition, control when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Board means the Board of Trustees of Oakland. Business Day means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New York are authorized or obligated by applicable law, regulation or executive order to close. Colony Allocation has the meaning ascribed to it in Section 2(c). Colony Entities means CFI CSFR Investor, LLC, a Delaware limited liability company, Colony Distressed Credit Fund II, L.P., a Delaware limited partnership, Series X Holdco, LLC, a Delaware limited liability company, and Manager Holdco, LLC, a Delaware limited liability company. Colony Holders means the Colony Entities, Colony AH Member, LLC, CCCAH Management Partners, LLC, ColCo Strategic Partners, L.P., Colony Capital CAH, L.P. and their permitted transferees, provided such transfer is in accordance with Section 10. Colony Holding Funds means Colony American Homes Holdings I, L.P., a Delaware limited partnership, Colony American Homes Holdings II, L.P., a Cayman Islands exempted limited partnership, Colony American Homes Holdings III, L.P., a Delaware limited partnership, and Colony American Homes Holdings IV, L.P., a Cayman Islands exempted limited partnership. Commission means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. Common Stock means common shares of Oakland, par value $0.01 per share. Company Notice has the meaning ascribed to it in Section 2(b). Contribution Agreement means the Contribution Agreement dated as of September 21, 2015 among Oakland and the other parties thereto. Demand Registration has the meaning ascribed to it in Section 2(a). End of Suspension Notice has the meaning ascribed to it in Section 4(c). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the relevant time. FINRA means the Financial Industry Regulatory Authority. Holder means (i) the Colony Holders, (ii) the Oakland Capital Holders and (ii) each Person holding Registrable Shares as a result of a transfer, distribution or assignment to that Person of Registrable Shares (other than pursuant to an effective Resale Registration Statement or Rule 144), provided, if applicable, such transfer, distribution or assignment is made in accordance with Section 10 of this Agreement. Indemnified Party has the meaning ascribed to it in Section 8(c). Indemnifying Party has the meaning ascribed to it in Section 8(c). Initial Agreement has the meaning ascribed to it in the recitals hereof. Majority Selling Holders means (i) Oakland Capital Holders holding at least a majority of the Registrable Shares proposed to be included by Oakland Capital Holders in an underwritten sale, if any of their Registrable Shares are proposed to be included in an underwritten sale of Registrable Shares, and (ii) Colony Holders holding at least a majority of the Registrable Shares proposed to be included by Colony Capital Holders in an underwritten sale, if any of their Registrable Shares are proposed to be included in an underwritten sale of Registrable Shares. Maximum Number of Shares has the meaning ascribed to it in Section 2(c). Merger Agreement means the Agreement and Plan of Merger dated as of September 21, 2015 among Oakland and the other parties thereto. NYSE means the New York Stock Exchange. Oakland Capital means Starwood Capital Group Global, L.P., a Delaware limited partnership. Oakland Capital Allocation has the meaning ascribed to it in Section 2(c). Oakland Capital Holders means Oakland Capital and its permitted transferees. Oakland OP means Colony Starwood Homes Partnership, L.P., a Delaware limited partnership. OP Partnership Agreement means the Second Amended and Restated Limited Partnership Agreement of Oakland, dated January 5, 2016, by and between Oakland, Oakland Capital and Colony Starwood Homes GP, Inc., as amended from time to time. OP Units means common units of limited partnership interest issued by Oakland OP that are redeemable for cash or, at the option of Oakland, subject to purchase by Oakland for cash or Common Shares. Person means an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other