Texas Uses in DEFINITIONS Clause

DEFINITIONS from Purchase and Sale Agreement

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

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

Definitions from Employment Agreement

THIS EMPLOYMENT AGREEMENT ("Agreement") dated July 1, 2017 ("Effective Date") is entered into by Newpark Resources, Inc. (the "Company"), a Delaware corporation, and Phillip T. Vollands (the "Executive ") and is intended to incorporate and accurately reflect all prior negotiations, discussions, or agreements between the Parties. Executive and the Company may sometimes be referenced herein individually as "Party" or collectively as the "Parties."

Definitions. In this Agreement: (a)"Cause" shall mean any of the following: (i)Executive's conviction by a court of competent jurisdiction of, or entry of a plea of guilty or nolo contendere for an act on the Executive's part constituting a felony; or(ii)dishonesty, willful misconduct or gross neglect by Executive of his obligations under this Agreement that results in material injury to the Company;(iii)appropriation (or an overt act attempting appropriation) by Executive of a material business opportunity of the Company;(iv)theft, embezzlement or other similar misappropriation of funds or property of the Company by Executive; or(v)failure of Executive to follow the reasonable and lawful written instructions or policy of the Company with respect to the services to be rendered and the manner of rendering such services by Executive provided Executive has been given reasonable and specific written notice of such failure and opportunity to cure and no cure has been effected or initiated within a reasonable time, but not less than 90 days, after such notice.(b)"Good Reason" means any of the following: (i)the Company adversely changes Executive's title or changes in any material respect the responsibilities, authority or status of Executive without prior notice and acceptance;(ii)the substantial or material failure of the Company to comply with its obligations under this Agreement or any other agreement that may be in effect that is not remedied within a reasonable time after specific written notice thereof by Executive to the Company;(iii)the material diminution of the Executive's base salary or bonus opportunity without prior notice and acceptance;(iv)the failure of the Company to obtain the assumption of this Agreement by any successor or assignee of the Company;(v)Requiring Executive to relocate more than 50 miles from The Woodlands, Texas; or(vi)provided that in any of the above situations, Executive has given reasonable and specific written notice to the Chief Executive Officer of such failure within thirty (30) days after the event occurs, the Company fails to correct the event within thirty (30) days after receipt of such notice and Executive must resign his employment within thirty (30) days after the Company does not cure such event.

DEFINITIONS from Agreement and Plan of Merger

THIS STOCK PURCHASE AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of March 15, 2017, by and among WNS Global Services Private Limited (the Stock Purchaser), WNS North America Inc., a Delaware corporation (Parent, and together with the Stock Purchaser, Purchaser), WNS Healthcare North America LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (Merger Sub), HealthHelp Holdings, LLC, a Delaware limited liability company (the Company), MTS HealthHelp Inc., a Delaware corporation (HealthHelp Corp), the stockholders of HealthHelp Corp identified on the signature pages hereto (the HealthHelp Corp Sellers), Cherrill Farnsworth (Farnsworth), and MTS Health Investors, LLC, solely in its capacity as the representative of the HealthHelp Corp Sellers and the Unitholders (other than HealthHelp Corp) hereunder (the Sellers Representative). Each of the above referenced parties is sometimes herein referred to individually as a Party and

DEFINITIONS. 2017 Actual Revenue Percentage has the meaning set forth in Section 2.13(k)(i). 2017 Farnsworth Deferred Payment Amount has the meaning set forth in Section 2.13(k)(ii). 2017 General Deferred Payment Amount has the meaning set forth in Section 2.13(k)(iii). 2018 Actual Revenue Percentage has the meaning set forth in Section 2.13(k)(iv). 2018 Farnsworth Deferred Payment Amount has the meaning set forth in Section 2.13(k)(v). 2018 General Deferred Payment Amount has the meaning set forth in Section 2.13(k)(vi). Accounting Principles shall mean GAAP, as applied in accordance with the accounting methodologies, practices, policies, classifications and procedures set forth on Annex I. Action means any action, claim, litigation, suit, proceeding, investigation, order or government charge (whether in contract, tort or otherwise, whether civil or criminal and whether brought at law or in equity). Actual Aggregate Closing Consideration has the meaning set forth in Section 2.12(b). Actual Cash has the meaning set forth in Section 2.12(b). Actual XXXX Revenue has the meaning set forth in Section 2.13(k). Actual Indebtedness has the meaning set forth in Section 2.12(b). Actual Sellers Transaction Expenses has the meaning set forth in Section 2.12(b). Actual Working Capital has the meaning set forth in Section 2.12(b). Additional Payments means the amounts described in clauses (c) through (g) of the definition of Aggregate Final Consideration, to the extent the same become payable in accordance with this Agreement. Affiliate of any particular Person means any other Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such Person. Control (including the terms controlled by and under common control with) means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Affiliated Group means, with respect to a Person, an affiliated group as defined in Section 1504 of the Code (or any analogous combined, consolidated or unitary group defined under state, local or foreign income Tax Law) of such Person is or has been a member. Agreement has the meaning set forth in the Preamble. Aggregate Closing Consideration means (a) Gross Purchase Price, plus (b) the Estimated Cash, minus (c) the Estimated Indebtedness, minus (d) the Estimated Sellers Transaction Expenses, minus (e) the amount, if any, by which Target Working Capital is greater than Estimated Working Capital, plus (f) the amount, if any, by which Estimated Working Capital is greater than Target Working Capital, minus (g) the Escrow Amount, minus (h) the amount of the Sellers Representative Expense Fund, minus (i) the Farnsworth Holdback Amount, minus (j) the General Holdback Amount. Aggregate Final Consideration means (a) the Aggregate Closing Consideration, minus (b) the Excess Shortfall Amount, if any, plus (c) any amounts payable to the Unitholders (other than HealthHelp Corp) and the HealthHelp Corp Sellers pursuant to Section 2.12(d), plus (d) any amounts payable to the Unitholders (other than HealthHelp Corp) and the HealthHelp Corp Sellers upon release of the Escrow Amount pursuant to the terms of the Escrow Agreement, plus (e) any amounts payable to the Unitholders (other than HealthHelp Corp) and the HealthHelp Corp Sellers upon release of the Sellers Representative Expense Fund pursuant to the terms of Section 12.1(f), plus (f) any amounts payable pursuant to Section 8.9(d), plus (g) any amounts payable pursuant to Section 2.13. Audited Balance Sheet has the meaning set forth in Section 3.5(a)(ii). Business means the business of providing specialty benefit management services, health utilization management services and care management services to the health care industry (including payors, providers, prescription benefit managers, Governmental Authorities, etc.) as carried on by the HealthHelp Entities as of the date of this Agreement and as of the Closing. Business Day means any day other than a Saturday or Sunday or any other day on which commercial banks in Houston, Texas or New York, New York are authorized or required by Law to close. Cash means cash, cash equivalents and liquid instruments that are convertible into cash (including marketable securities), plus deposits in transit to the extent there has been a reduction of receivables on account thereof, but net of checks written but not yet cleared, in each case determined in accordance with GAAP; provided, that for purposes of determining Estimated Cash and Actual Cash, Cash shall be deemed to include, in addition, an amount equal to one half (1/2) of the total premium for the D&O Tail Policies. Certificate of Merger has the meaning set forth in Section 2.3. Closing has the meaning set forth in Section 2.3. Closing Balance Sheet has the meaning set forth in Section 2.12(a). Closi

DEFINITIONS from Limited Liability Company Agreement

This Limited Liability Company Agreement (this Agreement) is dated as of February 28, 2013, by Carrizo Oil & Gas, Inc. a Texas corporation.

DEFINITIONS. The following terms used in this Agreement shall have the following meanings (unless otherwise expressly provided herein): Affiliate, with respect to a specified Person, shall mean a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified. For purposes of this definition, control shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Agreement shall mean this Agreement as originally executed and as it may be amended from time to time hereafter. Board shall mean the Board of Directors of the Company as provided in Section 6.1. Capital Contribution shall mean any contribution to the capital of the Company in cash or property by the Member whenever made. Certificate of Formation shall mean the Certificate of Formation of the Company filed with and endorsed by the Secretary of State of the State of Delaware, as such certificate may be amended from time to time hereafter. Code shall mean the Internal Revenue Code of 1986, as amended, or corresponding provisions of subsequent superseding federal revenue laws. Company has the meaning set forth in the recitals to this Agreement. Delaware Act shall mean the Delaware Limited Liability Company Act, as the same may be amended from time to time hereafter. Directors shall mean the directors appointed by the Member as provided in Section 6.1. DGCL has the meaning set forth in Section 8.2. Entity shall mean any foreign or domestic general partnership, limited partnership, limited liability company, corporation, joint enterprise, trust, business trust, employee benefit plan, cooperative or association. Member shall mean Carrizo Oil & Gas, Inc., a Texas corporation. Officer means each Person who has been designated as, and who has not ceased to be, an Officer of the Company pursuant to Article VII hereof, which Person has been appointed as an Officer of the Company by a duly adopted resolution of the Board. Person shall mean any individual or Entity, and any heir, executor, administrator, legal representative, successor or assign of such Person where the context so admits. Proceeding has the meaning set forth in Section 8.2.

Definitions from Preferred Stock Purchase Agreement

This PREFERRED STOCK PURCHASE AGREEMENT, dated as of June 28, 2017 (this Agreement), is entered into by and among CARRIZO OIL & GAS, INC., a Texas corporation (the Company), and the purchasers set forth in Schedule A hereto (the Purchasers).

Definitions. As used in this Agreement, the following terms have the meanings indicated: Affiliate shall have the meaning ascribed to it, on the date hereof, in Rule 405 under the Securities Act. For purposes of this Agreement, (i) The Blackstone Group, L.P. and all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed, or Controlled by The Blackstone Group, L.P. or its Affiliates that are not part of the credit-related businesses of The Blackstone Group L.P. shall not be considered or otherwise deemed to be an Affiliate of the Purchasers or their Affiliates that are part of the credit-related businesses of The Blackstone Group L.P., other than with respect to Section 6.01 and Section 8.10; and (ii) any fund or account managed, advised or sub-advised by or Controlled by GSO or its Affiliates within the credit-related businesses of The Blackstone Group L.P. shall constitute an Affiliate of the Purchasers. Agreement has the meaning specified in the introductory paragraph of this Agreement. Amended Credit Agreement has the meaning specified in the Recitals. Anti-Corruption Law has the meaning specified in Section 3.25. Appraiser has the meaning specified in Section 2.03. Board of Directors means the board of directors of the Company. Business Day means any day other than a Saturday, Sunday, any federal legal holiday or day on which banking institutions in the State of New York or State of Texas are authorized or required by Law or other governmental action to close. Closing has the meaning specified in Section 2.02(a). Closing Date has the meaning specified in Section 2.02(a). Code means the Internal Revenue Code of 1986, as amended. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.01 per share. Company has the meaning specified in the introductory paragraph of this Agreement. Company Group Subsidiaries means all of the Subsidiaries of the Company. Company Related Parties has the meaning specified in Section 6.02. Company SEC Documents has the meaning specified in Section 3.03. Confidentiality Agreement means the Amended and Restated Confidentiality Agreement, dated as of June 5, 2017, between the Company and GSO. Control mean the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of a Person whether through the ownership of voting securities, by contract or otherwise. The terms Controlled and Controlling shall have correlative meanings Credit Agreement means that certain Credit Agreement, dated as of January 27, 2011, by and among the Company, BNP Paribas, as Administrative Agent, Credit Agricole Corporate and Investment Bank and Royal Bank of Canada, as Co-Syndication Agents, Capital One, N.A. and Compass Bank, as Co-Documentation Agents, BNP Paribas Securities Corp. as Sole Lead Arranger and Sole Bookrunner, and the Lenders party thereto, as amended from time to time. CRZO Entities means the Company and the Company Group Subsidiaries, collectively. Environmental Law means any Law relating to the prevention of pollution or protection of the environment or imposing legally enforceable liability or standards of conduct concerning any Hazardous Materials. Equity Offering means any underwritten public offering of at least 10,000,000 shares of Common Stock by the Company. ERISA has the meaning specified in Section 3.24. ERISA-Subject Plan has the meaning specified in Section 3.24. 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. FCPA has the meaning specified in Section 3.25. Funding Obligation means an amount equal to the Purchase Price multiplied by the number of Purchased Shares to be purchased by a Purchaser on the Closing Date, as set forth opposite such Purchasers name on Schedule A. GAAP means generally accepted accounting principles in the United States of America as of the date hereof; provided that for the financial statements of the Company prepared as of a certain date, GAAP referenced therein shall be GAAP as of the date of such financial statements. Governmental Authority means, with respect to a particular Person, any country, state, county, city and political subdivision in which such Person or such Persons Property is located or which exercises valid jurisdiction over any such Person or such Persons Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authority which exercises valid jurisdiction over any such Person or such Persons Property. Unless otherwise specified, all references to Governmental Authority herein with respect to the Company mean a Governmental Authority having jurisdiction over the CRZO Entities or any of their respective Properties. GSO means GSO Capital Partners LP, a Delaware limited partnership

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of June 15, 2017 by and among LONESTAR RESOURCES US INC., a Delaware corporation (the Company) and SN UR Holdings, LLC, a Delaware limited liability company (the Initial Holder).

Definitions. The terms set forth below are used herein as so defined: Adverse Effect has the meaning given to such term in Section 2.02(c). Affiliate means, with respect to a specified Person, directly or indirectly controlling, controlled by, or under direct or indirect common control with such specified Person. For the purposes of this definition, control means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. Agreement has the meaning given to such term in the introductory paragraph. Business Day means any day other than a Saturday, Sunday, any federal legal holiday or day on which banking institutions in the State of New York or State of Texas are authorized or required by law or other governmental action to close. Closing Date means the date hereof. Commission has the meaning given to such term in Section 1.02. Common Stock means the Class A Voting Common Stock, par value $0.001 per share, of the Company. Company has the meaning given to such term in the introductory paragraph. Effective Date means, with respect to a particular Shelf Registration Statement, the date of effectiveness of such Shelf Registration Statement. Effectiveness Deadline has the meaning given to such term in Section 2.01(a). Effectiveness Period has the meaning given to such term in Section 2.01(a). Exchange Act means the Securities Exchange Act of 1934, as amended. Existing Registration Rights Agreements means (i) that certain Registration Rights Agreement, dated the date hereof, between the Company and Battlecat Oil & Gas, LLC, (ii) that certain Registration Rights Agreement, dated October 26, 2016, between the Company and EF Realisation Company Limited, as amended to the date hereof, (iii) that certain Registration Rights Agreement, dated August 2, 2016, among the Company, Leucadia National Corporation and Juneau Energy, LLC, as amended to the date hereof, and (iv) that certain Registration Rights Agreement, dated the date hereof, between the Company and Chambers Energy Capital III, LP. Filing Deadline has the meaning given to such term in Section 2.01(a). Holder means the Initial Holder and each of its transferees and assigns, in each case, for so long as each such Person is a record holder of any Registrable Securities. Initial Holder has the meaning given to such term in the introductory paragraph. Losses has the meaning given to such term in Section 2.06(a). Person means any individual, corporation, partnership, voluntary association, partnership, joint venture, trust, limited liability partnership, unincorporated organization, government or any agency, instrumentality or political subdivision thereof, or any other form of entity. Piggyback Notice has the meaning given to such term in Section 2.02(a). Piggyback Registration Statement has the meaning given to such term in Section 2.02(a). Primary Managing Underwriter means, with respect to any Underwritten Offering pursuant to Section 2.02, the lead book-running manager of such Underwritten Offering. Purchase and Sale Agreement means that certain Purchase and Sale Agreement by and between the Company and SN Marquis LLC dated as of May 26, 2017, as amended by that certain Amendment No. 1 to Purchase and Sale Agreement, dated as of June 15, 2017, by and between the same parties. Registrable Securities means (i) the aggregate number of shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock issued to the Initial Holder pursuant to the Purchase and Sale Agreement and (ii) any shares of Common Stock issued or issuable with respect to any shares described in subsection (i) above by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other reorganization or other similar event with respect to the Common Stock (it being understood that, for purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Securities whenever such Person has the right to then acquire or obtain from the Company any Registrable Securities, whether or not such acquisition has actually been effected and whether or not subject to contingencies or conditions to the issuance of the Common Stock or conversion of any securities into Common Stock, including the Series B Preferred Stock). Registration Expenses has the meaning given to such term in Section 2.05(b). Registration Statement means a Shelf Registration Statement, Piggyback Registration Statement or other registration statement required pursuant hereto, as applicable. Required Holders means Holders of greater than 50% of the Registrable Securities. Securities Act means the Securities Act of 1933, as amended. Securities Purchase Agreement means the Amended and Restated Securities Purchase Agreement, dated as of June 15, 2017, by a

Definitions from Tax Receivable Agreement

This TAX RECEIVABLE AGREEMENT (this Agreement), dated as of [ ], 2017, is hereby entered into by and among Ranger Energy Services, Inc., a Delaware corporation (the Corporate Taxpayer), the TRA Holders and the Agent.

Definitions. As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined). Accrued Amount has the meaning set forth in Section 3.1(b) of this Agreement. Actual Tax Liability means, with respect to any Taxable Year, the actual liability for U.S. federal income Taxes of (i) the Corporate Taxpayer, and (ii) without duplication, Ranger LLC, but only with respect to Taxes imposed on Ranger LLC and allocable to the Corporate Taxpayer. 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 first Person. Agent means [ ] or such other Person designated as such pursuant to Section 7.6(c). Agreed Rate means a per annum rate of LIBOR plus 150 basis points. Agreement has the meaning set forth in the preamble to this Agreement. Amended Schedule has the meaning set forth in Section 2.3(b) of this Agreement. Assumed State and Local Tax Rate means, with respect to any Taxable Year, (a) the sum of the products of (i) the Corporate Taxpayers income and franchise tax apportionment rate(s) for each state and local jurisdiction in which Ranger LLC or the Corporate Taxpayer files an income or franchise tax return for the relevant Taxable Year and (ii) the highest corporate income and franchise tax rate(s) for each state and local jurisdiction in which Ranger LLC or the Corporate Taxpayer files an income or franchise tax return for each relevant Taxable Year, reduced by (b) the product of (i) the Corporate Taxpayers marginal U.S. federal income tax rate for the relevant Taxable Year and (ii) the rate calculated under clause (a). Attributable has the meaning set forth in Section 3.1(b) of this Agreement. Basis Adjustment means any adjustment to the Tax basis of a Reference Asset (as calculated under Section 2.1 of this Agreement) as a result of an Exchange and the payments made pursuant to this Agreement with respect to such Exchange, including, but not limited to: (i) under Sections 734(b) and 743(b) of the Code (in situations where, following an Exchange, Ranger LLC remains classified as a partnership for U.S. federal income tax purposes); and (ii) under Sections 732(b), 734(b) and 1012 of the Code (in situations where, as a result of one or more Exchanges, Ranger LLC becomes an entity that is disregarded as separate from its owner for U.S. federal income tax purposes). Notwithstanding any other provision of this Agreement, the amount of any Basis Adjustment resulting from an Exchange of Units shall be determined without regard to any Pre-Exchange Transfer of such Units, and as if such Pre-Exchange Transfer had not occurred. For the avoidance of doubt, payments made under this Agreement shall not be treated as resulting in a Basis Adjustment to the extent such payments are treated as Imputed Interest. beneficially own and beneficial owner shall be as defined in Rule 13d-3 of the rules promulgated under the Exchange Act. Board means the board of directors of the Corporate Taxpayer. Business Day means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of Texas shall not be regarded as a Business Day. Call Right has the meaning set forth in the Ranger LLC Agreement. Change of Control means the occurrence of any of the following events or series of events after the IPO Date:

Definitions from Tax Receivable Agreement

This TAX RECEIVABLE AGREEMENT (this Agreement), dated as of May 17, 2017, is hereby entered into by and among Solaris Oilfield Infrastructure, Inc., a Delaware corporation (the Corporate Taxpayer), the TRA Holders and the Agents.

Definitions. As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined). Accrued Amount has the meaning set forth in Section 3.1(b) of this Agreement. Actual Tax Liability means, with respect to any Taxable Year, the actual liability for U.S. federal income Taxes of (i) the Corporate Taxpayer, and (ii) without duplication, Solaris LLC, but only with respect to Taxes imposed on Solaris LLC and allocable to the Corporate Taxpayer; provided that the actual liability for U.S. federal income Taxes of the Corporate Taxpayer shall be calculated assuming deductions of (and other impacts of) state and local income and franchise Taxes are excluded. 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 first Person. Agent means (i) with respect to Yorktown X, any of its assignees that are partners in Yorktown X, and any subsequent assignees that are Affiliates of such partner in Yorktown X, Yorktown Agent, and (ii) with respect to all other TRA Holders, Solaris Sub Manager LLC, a Delaware limited liability company, or such other Person designated as such pursuant to Section 7.6(c). Agreed Rate means a per annum rate of LIBOR plus 150 basis points. Agreement has the meaning set forth in the preamble to this Agreement. Amended Schedule has the meaning set forth in Section 2.3(b) of this Agreement. Assumed State and Local Tax Rate means, with respect to any Taxable Year, (a) the sum of the products of (i) the Corporate Taxpayers income and franchise tax apportionment rate(s) for each state and local jurisdiction in which Solaris LLC or the Corporate Taxpayer files an income or franchise tax return for the relevant Taxable Year and (ii) the highest corporate income and franchise tax rate(s) for each state and local jurisdiction in which Solaris LLC or the Corporate Taxpayer files an income or franchise tax return for each relevant Taxable Year, reduced by (b) the product of (i) the Corporate Taxpayers marginal U.S. federal income tax rate for the relevant Taxable Year and (ii) the rate calculated under clause (a). Attributable has the meaning set forth in Section 3.1(b) of this Agreement. Basis Adjustment means any adjustment to the Tax basis of a Reference Asset (as calculated under Section 2.1 of this Agreement) as a result of an Exchange and the payments made pursuant to this Agreement with respect to such Exchange, including, but not limited to: (i) under Sections 734(b) and 743(b) of the Code (in situations where, following an Exchange, Solaris LLC remains classified as a partnership for U.S. federal income tax purposes); and (ii) under Sections 732(b), 734(b) and 1012 of the Code (in situations where, as a result of one or more Exchanges, Solaris LLC becomes an entity that is disregarded as separate from its owner for U.S. federal income tax purposes). Notwithstanding any other provision of this Agreement, the amount of any Basis Adjustment resulting from an Exchange of Units shall be determined without regard to any Pre-Exchange Transfer of such Units, and as if such Pre-Exchange Transfer had not occurred. For the avoidance of doubt, payments made under this Agreement shall not be treated as resulting in a Basis Adjustment to the extent such payments are treated as Imputed Interest. beneficially own and beneficial owner shall be as defined in Rule 13d-3 of the rules promulgated under the Exchange Act. Board means the board of directors of the Corporate Taxpayer. Business Day means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of Texas shall not be regarded as a Business Day. Call Right has the meaning set forth in the Solaris LLC Agreement. Change of Control means the occurrence of any of the following events or series of related events after the IPO Date:

DEFINITIONS from Combination Agreement

This Combination Agreement, dated as of February 3, 2017 (this Agreement), is by and among Beckman Production Services, Inc., a Delaware corporation (Beckman), Beckman Merger Sub, Inc., a Delaware corporation (Beckman Merger Sub), and Nine Energy Service, Inc., a Delaware corporation (Nine).

DEFINITIONS. The terms set forth below in this Article I shall have the meanings ascribed to them below or in the part of this Agreement referred to below: Accredited Investor shall have the meaning set forth for such term in Rule 501 of Regulation D promulgated under the Securities Act, as such rule may be amended, modified or superseded from time to time. Acquisition Proposal shall mean any offer or proposal (whether written, oral or otherwise), relating to any transaction or series of related transactions involving: any merger, consolidation, business combination or similar transaction involving a Combining Company or any of its Subsidiaries, any sale, lease (other than in the ordinary course of business), exchange, transfer, license (other than in the ordinary course of business), acquisition or disposition of all or substantially all of the assets of a Combining Company (including its Subsidiaries, taken as a whole, with the assets of such Subsidiaries valued on a consolidated basis), or any liquidation or dissolution of a Combining Company. For the avoidance of doubt, an Acquisition Proposal shall not include an initial public offering of a Combining Company or any of its Subsidiaries occurring following the earlier to occur of the Effective Time of the Merger or the termination of this Agreement. Affiliate shall mean a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified. As used in this definition, the term control (including the terms controlling, controlled by, and under common control with) shall mean 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 securities, by contract or otherwise. Agreement shall have the meaning specified in the opening paragraph hereof. Amended and Restated Stockholders Agreement shall mean the Second Amended and Restated Stockholders Agreement of Nine in substantially the form attached hereto as Exhibit C. Beckman shall have the meaning specified in the opening paragraph hereof. Beckman Common Stock shall mean the common stock, par value $0.01 per share, of Beckman. Beckman Consent shall have the meaning set forth in Section 6.1(c). Beckman Dissenting Shares shall have the meaning set forth in Section 2.14. Beckman Dissenting Stockholders shall have the meaning set forth in Section 2.14. Beckman Merger Sub shall have the meaning specified in the opening paragraph hereof. Beckman Option shall have the meaning set forth in Section 2.7. Beckman Option Plan shall mean the Beckman Production Services, Inc. 2012 Stock Incentive Plan, as amended. Beckman Per Share Merger Cash Consideration shall have the meaning set forth in Section 2.6(b). Beckman Per Share Merger Consideration shall mean the Beckman Per Share Cash Consideration and the Beckman Per Share Stock Consideration, as applicable. Beckman Per Share Merger Stock Consideration shall have the meaning set forth in Section 2.6(a). Beckman Subscription Offer shall have the meaning set forth in Section 5.13(a). Benefit Plan shall mean (a) each employee benefit plan, as such term is defined in Section 3(3) of ERISA, (b) each plan that would be an employee benefit plan, as such term is defined in Section 3(3) of ERISA, if it were subject to ERISA, such as foreign plans and plans for directors, (c) each equity bonus, equity ownership, equity option, restricted equity, equity purchase, equity appreciation rights, phantom equity, or other equity-based compensation plan or arrangement, (d) each bonus plan or arrangement, incentive award plan or arrangement, deferred compensation plan or arrangement, change in control plan or arrangement, executive compensation or supplemental income plan or arrangement, retention plan or arrangement, personnel policy, vacation policy, severance pay plan, policy or agreement, consulting agreement, or employment agreement, and (e) each other employee benefit plan, agreement, arrangement, program, practice or understanding. Board shall mean the board of directors of a Combining Company. Business Day shall mean any day other than a Saturday, a Sunday or any other day when banks are not open for business in Houston, Texas. Bylaw Amendment shall mean the Third Amended and Restated Bylaws of Nine in substantially the form attached hereto as Exhibit E. Capital Stock shall mean (a) with respect to any Person that is a corporation, any and all shares, interests, participation or other equivalents (however designated and whether or not voting) of corporate stock, including the common stock of such Person, and (b) with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person. Capitalized Lease Obligations shall mean the obligations of such Person that are required to be classified and accounted for as capital lease obligations under GAAP

DEFINITIONS from Agreement

This Gas Gathering, Compression, Processing and Gas Lift Agreement (this Agreement), dated as of [ ], 2017 (the Effective Date), is by and among OASIS PETROLEUM NORTH AMERICA LLC, a Delaware limited liability company (Producer), OASIS PETROLEUM MARKETING LLC, a Delaware limited liability company (Shipper), OASIS MIDSTREAM SERVICES LLC, a Delaware limited liability company (OMS), and OASIS MIDSTREAM PARTNERS LP (MLP, and collectively with OMS, Gatherer). Producer, Shipper and Gatherer may be referred to herein individually as a Party or collectively as the Parties.

DEFINITIONS. Capitalized terms used, but not otherwise defined, in this Agreement shall have the respective meanings given to such terms set forth below: Additional Processing Plant. As defined in Section 3.4(b). SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***] Affiliate. Any Person that, directly or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with another Person. Affiliated shall have the correlative meaning. Notwithstanding the foregoing, for purposes of this Agreement, Gatherer and its subsidiaries shall not be Affiliates of Producer or Shipper and or their respective other subsidiaries, and neither Shipper nor Producer nor any of their respective subsidiaries shall be Affiliates of Gatherer and its other subsidiaries. Agreed Formation. The Bakken/Three Forks formation and any other formation the Gas from which the Parties agree will be subject to dedication hereunder. Agreement. As defined in the preamble hereof. Applicable Law. Any law (including any Environmental Law), rule, regulation, ordinance, code, order, writ, judgment, decree or rule of common law or any judicial or administrative interpretation thereof or other legal or regulatory determination by a Governmental Authority of competent jurisdiction. BTU. The amount of heat required to raise the temperature of one pound of pure water from 58.5 degrees Fahrenheit to 59.5 degrees Fahrenheit at a constant pressure of 14.73 psia. Business Day. Any calendar Day on which commercial banks in Houston, Texas are open for business. Bypass Gas. Gas delivered by Shipper or by a third party to the Plant Receipt Point that is bypassed around the Processing Plant and is therefore not processed. CDP. A central delivery point at which Producer aggregates volumes of Gas produced from one or more Wells that will be connected to the Gathering System in accordance with this Agreement, including the Planned CDPs. Completion Deadline. As defined in Section 3.3(b). Compression Fee. As defined on Exhibit K. Condensate. Gas that condenses in the Facilities at ambient temperatures and is recovered from the Facilities as a hydrocarbon liquid. Confidential Information. As defined in Section 18.6(a). Conflicting Dedication. Any gathering agreement or other commitment or arrangement that would require Dedicated Gas to be gathered and/or compressed on any gathering system other than the Gathering System, processed in any processing plant other than the Processing Plant or used to perform gas lift operations on any system other than the Gas Lift Gas System. Connection Notice. As defined in Section 3.3(b). SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***] Contract Year. Each of (a) the Effective Date through December 31, 2017, (b) the period from January 1, 2018 through December 31, 2018 and (c) each period of twelve consecutive Months thereafter. Control. Possessing the power to direct or cause the direction of the management and policies of a Person, whether through ownership, by contract, or otherwise. Notwithstanding the foregoing, any Person shall be deemed to control any specified Person if such Person owns 50% or more of the voting securities of the specified Person, or if the specified Person owns 50% or more of the voting securities of such Person, or if 50% or more of the voting securities of the specified Person and such Person are under common control. Controlled and Controls shall have correlative meanings. Cubic Foot. The volume of Gas in one cubic foot of space at a standard pressure and temperature base of 14.73 psia and 60 degrees Fahrenheit, respectively. Day. A period commencing at 9:00 a.m., Central Standard Time, on a calendar day and ending at 9:00 a.m., Central Standard Time, on the next succeeding calendar day. Daily shall have the correlative meaning. Dedicated Acreage. The area identified on Exhibit A. Dedicated Gas. All Gas produced on or after the Effective Date (except for the Gas produced from the Excluded Wells) that Producer has the right to control and deliver for gathering and processing and that is attributable to any Dedicated Property and is produced through a Well from an Agreed Formation. Dedicated Properties. All Interests now owned or hereafter acquired by Producer and located wholly within the Dedicated Acreage. Delivery Point. Each of the Gathering System Delivery Points and the Plant Delivery Points. Design Recoveries. As defined in Section 3.4(a). DevCos. Bighorn DevCo LLC, a Delaware l