State of Texas Uses in Definitions Clause

Definitions from Amended and Restated Registration Rights Agreement

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

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

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement), dated as of , 2017, is entered into by and between Venator Materials PLC, an England and Wales public limited company (the Company), Huntsman International LLC, a Delaware limited liability company, and Huntsman (Holdings) Netherlands B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (the Initial Holders and, together with the Company, the Parties).

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. Agreement has the meaning set forth in the preamble. Automatic Shelf Registration Statement means an automatic shelf registration statement as defined under Rule 405. Blackout Period has the meaning set forth in Section 3(o). Board means the board of directors of the Company. Business Day means any day other than a Saturday, Sunday, any federal holiday or any other day on which banking institutions in the State of Texas or the State of New York are authorized or required to be closed by law or governmental action. Commission means the Securities and Exchange Commission or any other federal agency then administering the Securities Act or Exchange Act. Company has the meaning set forth in the preamble. 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. Demand Notice has the meaning set forth in Section 2(a)(i). Demand Registration has the meaning set forth in Section 2(a)(i) Effective Date means the time and date that a Registration Statement is first declared effective by the Commission or otherwise becomes effective. Effectiveness Period has the meaning set forth in Section 2(a)(ii). 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) each of the Initial Holders until the Initial Holders cease to hold any Registrable Securities, (b) any Affiliate of an Initial Holder if such Affiliate holds Registrable Securities and until such Affiliate ceases to hold any Registrable Securities and (c) any holder of Registrable Securities to whom registration rights conferred by this Agreement have been transferred in compliance with Section 8(e) hereof. For the avoidance of doubt, for purposes of this Agreement, the Company and the Initial Holders shall not be considered Affiliates of each other. Holder Indemnified Persons has the meaning set forth in Section 6(a). Initial Holders has the meaning set forth in the preamble. Initiating Holder means the Holder delivering the Demand Notice or the Underwritten Offering Notice, as applicable. Lock-Up Period has the meaning set forth in the underwriting agreement entered into by the Company in connection with the initial underwritten public offering of Ordinary Shares. Losses has the meaning set forth in Section 6(a). 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.Minimum Amount has the meaning set forth in Section 2(a)(i). Ordinary Shares means the ordinary shares, par value $0.32 per share, of the Company. Parties has the meaning set forth in the preamble. 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. Piggyback Registration has the meaning set forth in Section 2(c)(i). Piggyback Registration Notice has the meaning set forth in Section 2(c)(i). Piggyback Registration Request has the meaning set forth in Section 2(c)(i). 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 Regist

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into as of [*], 2017, by and among Ranger Energy 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).

Definitions. As used in this Agreement, the following terms have the meanings indicated: Affiliate of any specified Person means any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified Person. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. For the avoidance of doubt, for purposes of this Agreement, the Company and the Initial Holders shall not be considered Affiliates of each other. Agreement has the meaning set forth in the preamble. Automatic Shelf Registration Statement means an automatic shelf registration statement as defined under Rule 405. Blackout Period has the meaning set forth in Section 3(o). Board means the board of directors of the Company. Business Day means any day other than a Saturday, Sunday, any federal holiday or any other day on which banking institutions in the State of Texas or the State of New York are authorized or required to be closed by law or governmental action. Commission means the Securities and Exchange Commission or any other federal agency then administering the Securities Act or Exchange Act. Class A Common Stock means the Class A common stock, par value $0.01 per share, of the Company. Company has the meaning set forth in the preamble. Company Securities means any equity interest of any class or series in the Company. Demand Notice has the meaning set forth in Section 2(a)(i). Demand Registration has the meaning set forth in Section 2(a)(i). Effective Date means the time and date that a Registration Statement is first declared effective by the Commission or otherwise becomes effective. Effectiveness Period has the meaning set forth in Section 2(a)(ii). 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 (i) each Initial Holder unless and until such Initial Holder ceases to hold any Registrable Securities and (ii) any holder of Registrable Securities to whom registration rights conferred by this Agreement have been transferred in compliance with Section 8(e) hereof; provided that any Person referenced in clause (ii) 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. Holder Indemnified Persons has the meaning set forth in Section 6(a). Initial Holders has the meaning set forth in the preamble. Initiating Holder means the Holder delivering the Demand Notice or the Underwritten Offering Notice, as applicable. Lock-Up Period has the meaning set forth in the underwriting agreement entered into by the Company in connection with the initial underwritten public offering of shares of Class A Common Stock. Losses has the meaning set forth in Section 6(a). Minimum Amount has the meaning set forth in Section 2(a)(i). Parties has the meaning set forth in the preamble. 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. Piggyback Registration has the meaning set forth in Section 2(c)(i). Piggyback Registration Notice has the meaning set forth in Section 2(c)(i). Piggyback Registration Request has the meaning set forth in Section 2(c)(i). 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 of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. Ranger LLC means RNGR Energy Services, LLC, a Delaware limited liability company. Ranger LLC Agreement means the Amended and Restated Limited Liability Company Agreement of Ranger LLC, dated as of [*], 2017. Registrable Securities means the Shares; provided, however, that Registrable Securities shall not include: (i) any Shares that have been registered under the Securities Act and disposed of pursuant to an effective Registration S

Definitions from Transition Services Agreement

This TRANSITION SERVICES AGREEMENT, dated [*], 2017 (this Agreement), is by and between Huntsman Corporation, a Delaware corporation (Huntsman), and Venator Materials PLC, a public limited company incorporated and registered under the laws of England and Wales with company number 10747130 and a wholly owned indirect subsidiary of Huntsman (Venator). Huntsman and Venator are sometimes referred to herein individually as a Party, and collectively as the Parties.

Definitions. Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the same meaning as in the Separation Agreement. The following capitalized terms used in this Agreement shall have the meanings set forth below: 2017 Operating Plan means the 2017 budget and operating plan, based on the operating run-rate at the end of 2016 and excluding anticipated cost increases estimated for the operation of Venator Group on a stand-alone basis, as implemented by the Venator Group for purposes of managing and tracking expenditures for 2017. Additional Services has the meaning set forth in Section 2.2. Accessing Party has the meaning set forth in Section 9.2(a). Affiliate means, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, control (including with correlative meanings, controlled by and under common control with), when used with respect to any specified 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 or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. From and after the Effective Date, (a) no member of the Venator Group shall be deemed to be an Affiliate of any member of the Huntsman Group and (b) no member of the Huntsman Group shall be deemed to be an Affiliate of any member of the Venator Group. Agreement has the meaning set forth in the preamble. Business Day means a day other than a Saturday, a Sunday or a day on which banking institutions located in the State of Texas are authorized or obligated by applicable Law or executive order to close. Direct Costs means the sum of (a) an allocated portion of the fully burdened cost (including salary, hourly costs, or overtime costs and benefits) of Huntsman Groups employees who provide the applicable Service, where such allocation is based upon the number of hours each such employee provides Services under this Agreement during the applicable month as reasonably estimated by Huntsman Group and previously communicated to and agreed by Venator Group, (b) actual out-of-pocket expenses of personnel performing the Services to the extent incurred in connection with providing Services (including travel, accommodations and meal expenses in accordance with the Huntsman Groups policies), (c) the actual cost (without markup) of all materials, spare parts, tools, equipment, consumables and supplies of Huntsman Group (including freight, taxes or warehouse handling charges) that are associated with provision of the applicable Service (based upon the portion of time and to the extent used in providing such Services if not consumed entirely in providing such Services), (d) other actual out-of-pocket expenses that are incurred in connection with providing the Services, including any third party costs for express mail, long distance charges, facsimile charges, reproduction, postage, license fees and other similar third-party costs, and (e) taxes and all excise fees applicable to the Services or Fees (other than taxes based upon the net income or revenue of Huntsman Group). Dispute has the meaning set forth in Section 11.8. Exhibits means the Exhibits attached hereto. Force Majeure Event has the meaning set forth in Section 10.1. Huntsman has the meaning set forth in the preamble. Huntsman Group means Huntsman and, to the extent related to the Services to be provided, its Affiliates (excluding, for the avoidance of doubt, Venator). Initial Services has the meaning set forth in Section 2.1. Person means an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity and any Governmental Authority. Pigments and Additives Business means the pigments and additives segment of Huntsman as described in Huntsmans Annual Report on Form 10-K for the period ended December 31, 2016. Security Regulations has the meaning set forth in Section 9.2(a). Separation Agreement has the meaning set forth in the recitals. Service Coordinator has the meaning set forth in Section 2.4(b). Service Provider means any member of the Huntsman Group or the Venator Group, as applicable, when it is providing Services to any member of the other Partys Group. Service Provider Group means the Huntsman Group or the Venator Group, as applicable, when it is providing Services to any member of the other Partys Group. Service Recipient means any member of the Venator Group or the Huntsman Group, as applicable, when it is receiving Services from any member of the other Partys Group. Service Recipient Group means the Venator Group or the Huntsman Group, as ap

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into as of May 17, 2017, by and among Solaris Infrastructure, LLC, a Delaware limited liability company (Solaris), Solaris Oilfield Infrastructure 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).

Definitions. As used in this Agreement, the following terms have the meanings indicated: Affiliate of any specified Person means any other person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified Person. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through 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. Automatic Shelf Registration Statement means an automatic shelf registration statement as defined under Rule 405. Blackout Period has the meaning set forth in Section 3(o). Board means the board of directors of the Company. Business Day means any day other than a Saturday, Sunday, any federal holiday or any other day on which banking institutions in the State of Texas or the State of New York are authorized or required to be closed by law or governmental action. Commission means the Securities and Exchange Commission or any other federal agency then administering the Securities Act or Exchange Act. Class A Common Stock means the Class A common stock, par value $0.01 per share, of the Company. Company has the meaning set forth in the preamble. Company Securities means any equity interest of any class or series in the Company. Demand Notice has the meaning set forth in Section 2(a)(i). Demand Registration has the meaning set forth in Section 2(a)(i). Effective Date means the time and date that a Registration Statement is first declared effective by the Commission or otherwise becomes effective. Effectiveness Period has the meaning set forth in Section 2(a)(ii). 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 (i) each Initial Holder unless and until such Initial Holder ceases to hold any Registrable Securities and (ii) any holder of Registrable Securities to whom registration rights conferred by this Agreement have been transferred in compliance with Section 8(e) hereof; provided that any Person referenced in clause (ii) 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. Holder Indemnified Persons has the meaning set forth in Section 6(a). Initial Holders has the meaning set forth in the preamble. Initiating Holder means the Holder delivering the Demand Notice or the Underwritten Offering Notice, as applicable. Lock-Up Period has the meaning set forth in the underwriting agreement entered into by the Company in connection with the initial underwritten public offering of shares of Class A Common Stock. Losses has the meaning set forth in Section 6(a). Material Adverse Change means (i) 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; (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States; (iii) 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 (iv) 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. Minimum Amount has the meaning set forth in Section 2(a)(i). Parties has the meaning set forth in the preamble. 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. Piggyback Registration has the meaning set forth in Section 2(c)(i). Piggyback Registration Notice has the meaning set forth in Section 2(c)(i). Piggyback Registration Request has the meaning set forth in Section 2(c)(i). 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

Definitions from Amended and Restated Loan and Security Agreement

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this Agreement) dated as of April 30, 2015 (the Effective Date) between SILICON VALLEY BANK, a California corporation (Bank), and MOLECULAR TEMPLATES, INC., a Delaware corporation (Borrower), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

Definitions. As used in the Loan Documents, the word shall is mandatory, the word may is permissive, the word or is not exclusive, the words includes and including are not limiting, the singular includes the plural, and numbers denoting amounts that are set off in brackets are negative. As used in this Agreement, the following capitalized terms have the following meanings: Account is any account as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower. Account Debtor is any account debtor as defined in the Code with such additions to such term as may hereafter be made. Affiliate is, with respect to any Person, each other Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Persons senior executive officers, directors, partners and, for any Person that is a limited liability company, that Persons managers and members. Agreement is defined in the preamble hereof. Bank is defined in the preamble hereof. Bank Entities is defined in Section 12.9. Bank Expenses are all audit fees and expenses, costs, and expenses (including reasonable attorneys fees and expenses) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings and those identified as Bank Expenses in Section 9.3 hereof) or otherwise incurred with respect to Borrower. Bank Services are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to Borrower or any of its Subsidiaries by Bank or any Bank Affiliate, including, without limitation, any letters of credit, cash management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Banks various agreements related thereto (each, a Bank Services Agreement). Borrower is defined in the preamble hereof. Borrowers Books are all Borrowers books and records including ledgers, federal and state tax returns, records regarding Borrowers assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. Borrowing Resolutions are, with respect to any Person, those resolutions substantially in the form attached hereto as Exhibit C. Business Day is any day that is not a Saturday, Sunday or a day on which Bank is closed. Cash Equivalents means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poors Ratings Group or Moodys Investors Service, Inc.; and (c) Banks certificates of deposit issued maturing no more than one (1) year after issue. Claims is defined in Section 12.3. Code is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of Texas; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Banks Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of Texas, the term Code shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions. Collateral is any and all properties, rights and assets of Borrower described on Exhibit A. Collateral Account is any Deposit Account, Securities Account, or Commodity Account. Commodity Account is any commodity account as defined in the Code with such additions to such term as may hereafter be made. Compliance Certificate is that certain certificate in the form attached hereto as Exhibit D. Contingent Obligation is, for any Person, any direct or indirect liability, contingent or not, of that Person for (a) any indebtedness, lease, dividend, letter of credit or other obligation of another such as an obligation, in each case, directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse by that Person, or for which t

Definitions from Gas Gathering Agreement

This Gas Gathering Agreement is made and entered into on April 27, 2017 (together with each Agreement Addendum and the Exhibits hereto, this Agreement), but is effective as of April 27, 2017 (the Effective Date), by and between Rosehill Operating Company, LLC, a Delaware limited liability company (Producer), and Gateway Gathering and Marketing Company, a Maryland corporation (Gatherer). Producer and Gatherer may be referred to individually as Party or collectively as Parties.

Definitions. As used in this Agreement, the following capitalized terms shall have the meanings ascribed to them below: Abandonment Date has the meaning given to it in Section 3.2(d). Additional/Accelerated Well has the meaning given to it in Section 3.2(c). Adequate Assurance of Performance has the meaning given to it in Section 9.3. Adjustment Year has the meaning given to it in Section 5.2(a)(ii). Administrator has the meaning given to it in Section 6.1(b). Affiliate means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person. Producer and Gatherer and Raven Gathering System, LLC shall not be considered Affiliates of each other for purposes of this Agreement, except for Section 2.2(b). Affiliate Entity means any Affiliate to whom Gatherer assigns its rights and obligations under this Agreement. Affiliate Entity Dedicated Properties has the meaning given to it in Section 15.1(a)(ii). Agreement has the meaning set forth in the preamble hereof. Agreement Addendum means an Agreement Addendum by and between Producer and Gatherer that expressly states that it is governed by this Agreement. Agreement Addenda shall be the collective reference to each Agreement Addendum then in effect. Btu means the amount of heat required to raise the temperature of one pound of water one degree Fahrenheit at a pressure of 14.73 Psia and determined on a gross, dry basis. Business Day means a Day (other than a Saturday or Sunday) on which commercial banks in the State of Texas are generally open for business. Cancellation Date has the meaning given to it in Section 3.1(c). Claiming Party has the meaning given to it in the definition of Force Majeure. Communications has the meaning given to it in Section 16.2. Conditional Amount has the meaning set forth in Section 9.1(a). Conflicting Dedication means any gathering agreement, commitment, or arrangement (including any volume commitment) that requires Producers owned Gas or Gas that Producer controls to be gathered on any gathering system or similar system other than the System, including any such agreement, commitment, or arrangement burdening properties hereinafter acquired by Producer in the Dedication Area. No dedication of acreage shall constitute a Conflicting Dedication if Producers requirement under such dedication is to deliver Gas from the tailgate of the System or any other point that is a Delivery Point hereunder. Control (including the term Controlled) means (a) with respect to any Person, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting shares, by contract, or otherwise and (b) with respect to any Gas, such Gas produced from the Dedication Area and owned by a Third Party or an Affiliate and with respect to which Producer has the contractual right or obligation (pursuant to a marketing, agency, operating, unit, or similar agreement) to market such Gas and Producer elects or is obligated to market such Gas on behalf of the applicable Third Party or Affiliate. Credit-Worthy Person means a Person with a senior unsecured and credit-unenhanced long term debt rating equivalent to A- or better as determined by at least two rating agencies, one of which must be either Standard & Poors or Moodys (or if either one or both are not available, equivalent ratings from alternate rating sources reasonably acceptable to Gatherer). Crude Oil has the meaning assigned to such term in any Transaction Document relating to the provision of crude oil gathering services by Gatherer. Crude Oil Gathering System has the meaning assigned to the term Individual System in any Transaction Document relating to the provision of crude oil gathering services by Gatherer. Day means a period of time beginning at 12:00 a.m. (midnight) Central Time on a calendar day and ending at 12:00 a.m. (midnight) Central Time on the succeeding calendar day. The term Daily shall have the correlative meaning. Dedicated Production means (a) Gas owned by Producer or an Affiliate of Producer and produced from a Well within the Dedication Area that is operated by Producer or an Affiliate of Producer, (b) Gas produced within the Dedication Area that is owned by a Third Party and under the Control of Producer and (c) Purchased Dedicated Production. Dedicated Properties means the interests held by Producer or its Affiliate in the oil and/or gas leases, mineral interests, and other similar interests as of the Effective Date or acquired by Producer or its Affiliates after the Effective Date that relate to land within the Dedication Area. Notwithstanding the foregoing, any interest that is permanently released pursuant to Section 2.4(a) or otherwise, shall cease to be included in this definition of Dedicated Properties immediately upon the effectiveness of such permanent release. Dedication Area mean

Definitions from Agreement

This Crude Oil Gathering Agreement is made and entered into on April 27, 2017 (together with each Agreement Addendum and the Exhibits hereto, this Agreement), but is effective as of April 27, 2017 (the Effective Date) by and between Rosehill Operating Company, LLC, a Delaware limited liability company (Producer), and Gateway Gathering and Marketing Company, a Maryland corporation (Gatherer). Producer and Gatherer may be referred to individually as Party or collectively as Parties.

Definitions. As used in this Agreement, the following capitalized terms shall have the meanings ascribed to them below: Abandonment Date has the meaning given to it in Section 3.2(d). Additional/Accelerated Well has the meaning given to it in Section 3.2(c). Adequate Assurance of Performance has the meaning given to it in Section 10.3. Adjustment Year has the meaning given to it in Section 6.2(a)(ii). Administrator has the meaning given to it in Section 7.1(f). Affiliate means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person. Producer and Gatherer and Raven Gathering System, LLC shall not be considered Affiliates of each other for purposes of this Agreement, except for Section 2.2(b). Affiliate Entity means any Affiliate to whom Gatherer assigns its rights and obligations under this Agreement. Affiliate Entity Dedicated Properties has the meaning given to it in Section 16.1(a)(ii). Agreement has the meaning set forth in the preamble hereof. Agreement Addendum means an Agreement Addendum by and between Producer and Gatherer that expressly states that it is governed by this Agreement. Agreement Addenda shall be the collective reference to each Agreement Addendum then in effect. Associated Water means water that is produced with Producers owned or Controlled Product and delivered with such Product to the System at the Receipt Point, which Gatherer will separate (if and to the degree required) from such Product prior to the redelivery of such Product to Producer at the Delivery Point; provided that from and after the point that such water has been separated from such Product (such term, in this context, used excluding Associated Water) and delivered into the Water System, such water shall cease to be Associated Water hereunder and shall be deemed to be Produced Water. Barrel means a quantity consisting of forty-two Gallons. Beneficiary has the meaning given to it in Section 4.1(g). BS&W means basic sediment and water (which for the avoidance of doubt, includes both Associated Water and Produced Water). Business Day means a Day (other than a Saturday or Sunday) on which commercial banks in the State of Texas are generally open for business. Cancellation Date has the meaning given to it in Section 3.1(c). Claiming Party has the meaning given to it in the definition of Force Majeure. Communications has the meaning given to it in Section 17.2. Conditional Amount has the meaning set forth in Section 10.1(a). Conflicting Dedication means any gathering agreement, commitment, or arrangement (including any volume commitment) that requires Producers owned Product or Product that Producer Controls to be trucked from or sold to a Third Party at the lease or to be gathered on any gathering system or similar system other than the System, including any such agreement, commitment, or arrangement burdening properties hereinafter acquired by Producer in the Dedication Area. No dedication of acreage shall constitute a Conflicting Dedication if Producers requirement under such dedication is to deliver Product from the tailgate of the System or any other point that is a Delivery Point hereunder. Control (including the term Controlled) means (a) with respect to any Person, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting shares, by contract, or otherwise and (b) with respect to any Product, such Product produced from the Dedication Area and owned by a Third Party or an Affiliate and with respect to which Producer has the contractual right or obligation (pursuant to a marketing, agency, operating, unit, or similar agreement) to market such Product and Producer elects or is obligated to market such Product on behalf of the applicable Third Party or Affiliate. Credit-Worthy Person means a Person with a senior unsecured and credit-unenhanced long term debt rating equivalent to A- or better as determined by at least two rating agencies, one of which must be either Standard & Poors or Moodys (or if either one or both are not available, equivalent ratings from alternate rating sources reasonably acceptable to Gatherer). Day means a period of time beginning at 12:00 a.m. (midnight) Central Time on a calendar day and ending at 12:00 a.m. (midnight) Central Time on the succeeding calendar day. The term Daily shall have the correlative meaning. Dedicated Production means (a) Product owned by Producer or an Affiliate of Producer and produced from a Well within the Dedication Area that is operated by Producer or an Affiliate of Producer, (b) Product produced within the Dedication Area that is owned by a Third Party and under the Control of Producer, and (c) Purchased Dedicated Production. Dedicated Properties means the interests held by Producer or its Affiliates in the oil and/or gas leases, mineral interes

Definitions from Amended and Restated Registration Rights Agreement

THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of April 20, 2017, by and among Parsley Energy, LLC, a Delaware limited liability company (Parsley), Parsley Energy, Inc., a Delaware corporation (together with its successors and assigns, the Company), the Owner listed on the execution page hereof (the Signing Owner), and each other holder of Registrable Securities on the date hereof (together with the Signing Owner, collectively, the Owners and, individually, an Owner).

Definitions. As used herein, unless the context otherwise requires, the following terms have the following respective meanings: Business Day means any day other than a Saturday, Sunday, any federal holiday or any other day on which banking institutions in the State of Texas or the State of New York are authorized or required to be closed by law or governmental action. Class A Common Stock means the Class A common stock of the Company, par value $0.01 per share. Commission shall mean the Securities and Exchange Commission or any other Federal agency at the time administering the Securities Act. DEEP Holders shall mean any Holder as such term is defined in the DEEP Registration Rights Agreement. DEEP Registrable Securities shall mean Registrable Securities as that term is defined in the DEEP Registration Rights Agreement. DEEP Registration Rights Agreement shall mean the Registration Rights and Lock-Up Agreement dated as of April 20, 2017, among the Company, Double Eagle Energy Permian Operating LLC and the other DEEP Holders from time to time parties thereto. Exchange Act shall mean the Securities Exchange Act of 1934, or any similar Federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Securities Exchange Act of 1934 shall include a reference to the comparable section, if any, of any such similar Federal statute. Lock-Up Period has the meaning set forth in the underwriting agreement entered into by the Company in connection with the initial underwritten public offering of shares of Class A Common Stock. Majority Holders shall mean, at any time, the holder or holders of more than fifty percent (50%) of all Registrable Securities then outstanding. PE LLC Agreement means the Second Amended and Restated Limited Liability Company Agreement of Parsley Energy, LLC, dated as of April 20, 2017, as amended from time to time. Person (whether or not capitalized) shall mean a corporation, an association, a partnership, a limited liability company, a business, an individual, a governmental or political subdivision thereof or a governmental agency. Registrable Securities shall mean the Shares, as owned at any particular point in time by an Owner, including all equity securities issued upon exercise of options or warrants held by such Owner, and any securities issued or issuable with respect to any such equity securities by way of distribution or in connection with any reorganization or other recapitalization, merger, consolidation or otherwise. As to any particular Registrable Securities, once issued, such securities shall cease to be Registrable Securities when (a) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (b) such securities shall have been distributed to the public pursuant to Rule 144 (or any successor provision) under the Securities Act, (c) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent disposition of them shall not require registration or qualification of them under the Securities Act or any similar state law then in force, or (d) such securities shall have ceased to be outstanding. Registration Expenses shall mean all expenses incident to the Companys performance of or compliance with Sections 2.1 and 2.2 above, including, without limitation, all registration, filing and Financial Industry Regulatory Authority fees, all fees and expenses of complying with applicable laws (including securities or blue sky laws), all word processing, duplicating and printing expenses, messenger and delivery expenses, the fees and disbursements of counsel for the Company and of its independent public accountants, including, without limitation, the expenses of any special audits or cold comfort letters required by or incident to such performance and compliance, the fees and disbursements of one special counsel to the holders of Registrable Securities, premiums and other costs of policies of insurance against liabilities arising out of the public offering of the Registrable Securities being registered, the fees and expenses of any special experts, including independent petroleum engineers, retained by the Company in connection with such offering, the fees and expenses of any qualified independent underwriter or other independent appraiser participating in any offering pursuant to the Conduct Rules of the Financial Industry Regulatory Authority, all printing, mailing courier and overnight delivery charges (except to the extent borne by underwriters), all travel expenses of the Companys officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the o

DEFINITIONS from Registration Rights and Lock Up Agreement

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

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