Tuesday 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 Indenture

AMENDED AND RESTATED INDENTURE, dated as of April 26, 1988, between THE COCA-COLA COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the Company), having its principal office at One Coca-Cola Plaza N.W., Atlanta, Georgia 30313, and BANKERS TRUST COMPANY, a corporation duly organized and existing under the laws of the State of New York, as Trustee (herein called the Trustee).

Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. All other terms used in this Indenture which are defined in the Trust Indenture Act of 1939 or which are by reference therein defined in the Securities Act of 1933, shall have the meanings (except as herein otherwise expressly provided or unless the context otherwise requires) assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date Of execution of this Indenture. All accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally accepted accounting principles, and the term generally accepted accounting principles means such accounting principles as are generally accepted at the time of any computation. The words herein, hereof and hereunder and other words of similar import refer to this Indenture as a whole, as supplemented and amended from time to time, and not to any particular Article, Section or other subdivision. The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular. Attributable Debt: The term Attributable Debt in respect of a sale and leaseback transaction shall mean, as of any particular time, the present value (discounted at the rate of interest implicit in the terms of the lease involved in such sale and leaseback transaction, as determined in good faith by the Company) of the obligation of the lessee thereunder for rental payments (excluding, however, any amounts required to be paid by such lessee, whether or not designated as rent or additional rent, on account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges or any amounts required to be paid by such lessee thereunder contingent upon the amount of sales, maintenance and repairs, insurance, taxes, assessments, water rates or similar charges) during the remaining term of such lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended). Board of Directors: The term Board of Directors shall mean the Board of Directors of the Company, any duly authorized committee of that Board or any officer of the Company duly authorized by the Board of Directors of the Company to take a specified action or make a specified determination, or the designee of such officer or committee (the authorization of such committee, officer or designee being evidenced by a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors of the Company and in full force and effect on the date of such certification, and delivered to the Trustee). Board Resolution: The term Board Resolution shall mean a copy of a resolution, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. Business Day: The term Business Day shall mean, with respect to any Place of Payment, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law to close except as otherwise provided in the form of Securities for any Series. Commission: The term Commission shall mean the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act of 1939, then the body performing such duties on such date. Company: The term Company shall mean The Coca-Cola Company, a Delaware corporation, and subject to the provisions of Article Eleven, shall also include its successors and assigns. Company Request or Company Order: The terms Company Request or Company Order shall mean a written request or order signed in the name of the Company by its Chairman of the Board, President, or any Vice President, and by its Treasurer or an Assistant Treasurer, or its Secretary or an Assistant Secretary, and delivered to the Trustee. Corporate Trust Office: The term Corporate Trust Office means the office of the Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of execution of this Indenture is located at Four Albany Street, New York, New York 10006. Defaulted Interest: The term Defaulted Interest shall have the meaning specified in Section 3.07. Dollar: The term Dollar and the sign $ mean the coin or currency of the United States of America which as of the time of paym

Definitions from Mortgage

AGREEMENT, dated as of February 16, 2017, among the Federal Home Loan Mortgage Corporation ("Freddie Mac") and Holders of Debt Securities (each as hereinafter defined).

Definitions. Whenever used in this Agreement, the following words and phrases shall have the following meanings, unless the context otherwise requires. Additional Debt Securities: Debt Securities issued by Freddie Mac with the same terms (other than Issue Date, interest commencement date and issue price) and conditions as Debt Securities for which settlement has previously occurred so as to form a single series of Debt Securities as specified in the applicable Supplemental Agreement. Agreement: This Global Debt Facility Agreement dated as of February 16, 2017, as it may be amended or supplemented from time to time, and successors thereto pursuant to which Freddie Mac issues the Debt Securities. Amortizing Debt Securities: Debt Securities on which Freddie Mac makes periodic payments of principal during the terms of such Debt Securities as described in the related Supplemental Agreement. Beneficial Owner: The entity or individual that beneficially owns a Debt Security. Bonds: Callable or non-callable, puttable or non-puttable Debt Securities with maturities of more than ten years. Book-Entry Rules: The Department of Housing and Urban Development regulations (24 C.F.R. Part 81, Subpart H) applicable to the Fed Book-Entry Debt Securities, FHFA regulations, 12 C.F.R. Part 1249, and such procedures as to which Freddie Mac and the FRBNY may agree. Business Day: (i) With respect to Fed Book-Entry Debt Securities, any day other than (a) a Saturday, (b) a Sunday, (c) a day on which the FRBNY is closed, (d) as to any Holder of a Fed Book-Entry Debt Security, a day on which the Federal Reserve Bank that maintains the Holder's account is closed, or (e) a day on which Freddie Mac's offices are closed; and (ii) with respect to Registered Debt Securities, any day other than (a) a Saturday, (b) a Sunday, (c) a day on which banking institutions are closed in (i) the City of New York, if the Specified Payment Currency is U.S. dollars or (2) the Principal Financial Center of the country of such Specified Payment Currency, if the Specified Payment Currency is other than U.S. dollars or euro, (d) if the Specified Payment Currency is euro, a day on which the TARGET2 system is not open for settlements, or a day on which payments in euro cannot be settled in the international interbank market as determined by the Global Agent, (e) for any required payment, a day on which banking institutions are closed in the place of payment, or (f) a day on which Freddie Mac's offices are closed. Calculation Agent: Freddie Mac or a bank or broker-dealer designated by Freddie Mac in the applicable Supplemental Agreement as the entity responsible for determining the interest rate on a Variable Rate Debt Security. Calculation Date: In each year, each of those days in the calendar year that are specified in the applicable Supplemental Agreement as being the scheduled Interest Payment Dates regardless, for this purpose, of whether any such date is in fact an Interest Payment Date and, for the avoidance of doubt, a "Calculation Date" may occur prior to the Issue Date or after the last Principal Payment Date. Cap: A maximum interest rate at which interest may accrue on a Variable Rate Debt Security during any Interest Reset Period. Citibank - London: Citibank, N.A., London office, the Global Agent for Registered Debt Securities. Citigroup - Frankfurt: Citigroup Global Markets Deutschland AG, the Registrar for Registered Debt Securities. Clearstream, Luxembourg: Clearstream Banking, societe anonyme, which holds securities for its participants and facilitates the clearance and settlement of securities transactions between its participants through electronic book-entry changes in accounts of its participants. CMS Determination Date: The second New York Banking Day preceding the applicable Reset Date. CMS Rate: The rate determined by the Calculation Agent in accordance with Section 2.07(i)(N). CMT Determination Date: The second New York Banking Day preceding the applicable Reset Date. CMT Rate: The rate determined by the Calculation Agent in accordance with Section 2.07(i)(M). Code: The Internal Revenue Code of 1986, as amended. Common Depositary: The common depositary for Euroclear, Clearstream, Luxembourg and/or any other applicable clearing system, which will hold Other Registered Debt Securities on behalf of Euroclear, Clearstream, Luxembourg and/or any such other applicable clearing system. CUSIP Number: A unique nine-character designation assigned to each Debt Security by the CUSIP Service Bureau and used to identify each issuance of Debt Securities on the records of the Federal Reserve Banks or DTC, as applicable. Day Rate: The arithmetic mean for each day in a Seven-Day Period as determined by the Calculation Agent in accordance with Section 2.07(i)(P)(2). Dealers: Firms that engage in the business of dealing or trading in debt securities as agents, brokers or principals. Debt Securities: Unsecured subordinated or unsubordinated notes, bonds and other debt secur

Definitions from Supplemental Indenture

FOURTEENTH SUPPLEMENTAL INDENTURE, dated as of April 28, 2017 (the Supplemental Indenture), to Indenture, dated as of December 31, 1997, among Lennar Corporation (the Company), a Delaware corporation having its principal office at 700 N.W. 107th Avenue, Miami, Florida 33172, each of the Guarantors named herein, and The Bank of New York Mellon, a New York banking corporation which has its principal corporate trust office at 101 Barclay Street, New York, NY 10286, as successor Trustee (the Trustee).

Definitions. Capitalized terms used but not defined in this Supplemental Indenture shall have the meanings ascribed to them in the Indenture. In the case of capitalized terms defined in this Supplemental Indenture that are also defined in the Indenture, the meanings ascribed to such terms in this Supplemental Indenture shall apply with respect to the Notes. For purposes of this Supplemental Indenture, the following terms have the meanings ascribed to them as follows: Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Agent means any Registrar, Paying Agent or co-Registrar. Agent Members has the meaning provided in Section 2.07(2). Bankruptcy Law means Title 11 of the United States Code or any similar United States Federal or State law for the relief of debtors. Board of Directors means the Board of Directors of the Company. Business Day means each Monday, Tuesday, Wednesday, Thursday or Friday which is not a Legal Holiday in New York, New York. Capital Stock means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated) of or in such Persons capital stock or other equity interests, and options, rights or warrants to purchase such capital stock or other equity interests, whether now outstanding or issued after the Issue Date. Change of Control Offer has the meaning provided in Section 4.09(1). Change of Control Payment has the meaning provided in Section 4.09(1). Change of Control Payment Date has the meaning provided in Section 4.09(1). Class A Common Stock shall mean the Companys Class A common stock, par value $.10 per share. Comparable Treasury Issue means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes. Comparable Treasury Price means, with respect to any Redemption Date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third Business Day preceding such Redemption Date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated Composite 3:30 p.m. Quotations for U.S. Government Securities, or (ii) if such release (or any successor release) is not published or does not contain such prices on such Business Day, (A) the average of the Reference Treasury Dealer Quotations for such date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations. Consolidated Net Tangible Assets means the total amount of assets which would be included on a consolidated balance sheet of the Company and the Restricted Subsidiaries under GAAP (less applicable reserves and other properly deductible items) after deducting therefrom:

Definitions from Lease

THIS LEASE ("Lease") is dated as of March 31, 2017, and is by and between GMR GREAT BEND, LLC, a Delaware limited liability company ("Landlord"), and Great Bend Regional Hospital, L.L.C., a Kansas limited liability company ("Tenant"), on the other hand.

Definitions. For all purposes of this Lease, except as otherwise expressly provided or unless the context otherwise requires, (a) the terms defined in this Section have the meanings assigned to them in this Section and include the plural as well as the singular; (b) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP as at the time applicable; (c) all references in this Lease to designated "Sections," "Sections" and other subdivisions are to the designated Sections and other subdivisions of this Lease; (d) the word "including" shall have the same meaning as the phrase "including, without limitation," and other similar phrases; and (e) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Lease as a whole and not to any particular Section, Section or other subdivision: Acquisition Price: The sum of $24,500,000.00. Additional Charges: As defined in Section 3.2SECTION 3. Affiliate: Any Person which, directly or indirectly (including through one or more intermediaries), controls or is controlled by or is under common control with any other Person, including any Subsidiary of a Person. For purposes of this definition, the definition of Controlling Person below, and Section 23.1.1 below, the term "control" (including the correlative meanings of the terms "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly (including through one or more intermediaries), of the power to direct or cause the direction of the management and policies of such Person, through the ownership or control of voting securities, partnership interests or other equity interests or otherwise. Without limiting the generality of the foregoing, when used with respect to any corporation, limited liability company or other legal entity, the term "Affiliate" shall also include (i) any Person which owns, directly or indirectly (including through one or more intermediaries), Fifty Percent (50%) or more of any class of voting security or equity interests of such entity, (ii) any Subsidiary of such entity and (iii) any Subsidiary of a Person described in clause (i). Award: All compensation, sums or anything of value awarded, paid or received on a total or partial Condemnation. Bankruptcy Code: The United Stated Bankruptcy Code (11 U.S.C. SS 101 et seq.), and any successor statute or legislation thereto. Business Day: Each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which national banks in the City of New York, New York are authorized, or obligated, by law or executive order, to close.

DEFINITIONS from Deposit Agreement

DEPOSIT AGREEMENT, dated as of , 20 , by and among (i) Azul S.A., a sociedade por acoes organized under the laws of the Federative Republic of Brazil, and its successors (the Company), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the Depositary), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

DEFINITIONS. All capitalized terms used, but not otherwise defined, herein shall have the meanings set forth below, unless otherwise clearly indicated: Section 1.1 ADS Record Date shall have the meaning given to such term in Section 4.9. Section 1.2 Affiliate shall have the meaning assigned to such term by the Commission (as hereinafter defined) under Regulation C promulgated under the Securities Act (as hereinafter defined), or under any successor regulation thereto. Section 1.3 American Depositary Receipt(s), ADR(s) and Receipt(s) shall mean the certificate(s) issued by the Depositary to evidence the American Depositary Shares issued under the terms of the Deposit Agreement in the form of Certificated ADS(s) (as hereinafter defined), as such ADRs may be amended from time to time in accordance with the provisions of the Deposit Agreement. An ADR may evidence any number of ADSs and may, in the case of ADSs held through a central depository such as DTC, be in the form of a Balance Certificate. Section 1.4 American Depositary Share(s) and ADS(s) shall mean the rights and interests in the Deposited Property (as hereinafter defined) granted to the Holders and Beneficial Owners pursuant to the terms and conditions of the Deposit Agreement and, if issued as Certificated ADS(s) (as hereinafter defined), the ADR(s) issued to evidence such ADSs. ADS(s) may be issued under the terms of the Deposit Agreement in the form of (a) Certificated ADS(s) (as hereinafter defined), in which case the ADS(s) are evidenced by ADR(s), or (b) Uncertificated ADS(s) (as hereinafter defined), in which case the ADS(s) are not evidenced by ADR(s) but are reflected on the direct registration system maintained by the Depositary for such purposes under the terms of Section 2.13. Unless otherwise specified in the Deposit Agreement or in any ADR, or unless the context otherwise requires, any reference to ADS(s) shall include Certificated ADS(s) and Uncertificated ADS(s), individually or collectively, as the context may require. Each ADS shall represent the right to receive, and to exercise the beneficial ownership interests in, the number of Shares specified in the form of ADR attached hereto as Exhibit A (as amended from time to time) that are on deposit with the Depositary and/or the Custodian, subject, in each case, to the terms and conditions of the Deposit Agreement and the applicable ADR (if issued as a Certificated ADS), until there shall occur a distribution upon Deposited Securities referred to in Section 4.2 or a change in Deposited Securities referred to in Section 4.11 with respect to which additional ADSs are not issued, and thereafter each ADS shall represent the right to receive, and to exercise the beneficial ownership interests in, the applicable Deposited Property on deposit with the Depositary and the Custodian determined in accordance with the terms of such Sections, subject, in each case, to the terms and conditions of the Deposit Agreement and the applicable ADR (if issued as a Certificated ADS). In addition, the ADS(s)-to-Share(s) ratio is subject to amendment as provided in Articles IV and VI of the Deposit Agreement (which may give rise to Depositary fees). Section 1.5 Applicant shall have the meaning given to such term in Section 5.10. Section 1.6 Beneficial Owner shall mean, as to any ADS, any person or entity having a beneficial interest deriving from the ownership of such ADS. Notwithstanding anything else contained in the Deposit Agreement, any ADR(s) or any other instruments or agreements relating to the ADSs and the corresponding Deposited Property, the Depositary, the Custodian and their respective nominees are intended to be, and shall at all times during the term of the Deposit Agreement be, the record holders only of the Deposited Property represented by the ADSs for the benefit of the Holders and Beneficial Owners of the corresponding ADSs. The Depositary, on its own behalf and on behalf of the Custodian and their respective nominees, disclaims any beneficial ownership interest in the Deposited Property held on behalf of the Holders and Beneficial Owners of ADSs. The beneficial ownership interests in the Deposited Property are intended to be, and shall at all times during the term of the Deposit Agreement continue to be, vested in the Beneficial Owners of the ADSs representing the Deposited Property. The beneficial ownership interests in the Deposited Property shall, unless otherwise agreed by the Depositary, be exercisable by the Beneficial Owners of the ADSs only through the Holders of such ADSs, by the Holders of the ADSs (on behalf of the applicable Beneficial Owners) only through the Depositary, and by the Depositary (on behalf of the Holders and Beneficial Owners of the corresponding ADSs) directly, or indirectly through the Custodian or their respective nominees, in each case upon the terms of the Deposit Agreement and, if applicable, the terms of the ADR(s) evidencing the ADSs. A Beneficial Owner of ADSs may or

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into as of March 3, 2017, by and among Gastar Exploration Inc., a Delaware corporation (the Company) and each of the purchasers listed on Schedule I hereto (the Holders).

Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the respective meanings set forth in this Section 1: Affiliate of any Person shall mean any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For purposes of this definition, control when used with respect to any Person has the meaning specified in Rule 12b-2 under the Exchange Act; and the terms controlling and controlled have meanings correlative to the foregoing. Automatic Shelf Registration Statement means an automatic shelf registration statement as defined under Rule 405. Available means, with respect to a Registration Statement, that such Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, such that such Registration Statement will be available for the resale of Registrable Securities. Black-Out Period has the meaning set forth in Section 2(b). Business Day means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is not a day on which banking institutions in New York, New York generally are authorized or obligated by law, regulation or executive order to close. Commission means the Securities and Exchange Commission or any other federal agency then administering the Securities Act or Exchange Act. Effectiveness Date means:

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of February 27, 2017, by and between Halcon Resources Corporation, a Delaware corporation (the Company), on the one hand, and each of the Persons set forth on Schedule A to this Agreement (each, an Investor and collectively, the Investors), on the other hand.

Definitions. As used in this Agreement, the following terms shall have the following meanings: Additional Payments is defined in Section 7(a) hereof. Additional Shares means shares or other securities issued in respect of the Shares by reason of or in connection with any stock dividend, stock distribution, stock split or similar issuance. Affiliate means, as to any specified Person, (i) any Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the specified Person, (ii) any executive officer, director, trustee or general partner of the specified Person and (iii) any legal entity for which the specified Person acts as an executive officer, director, trustee or general partner. For purposes of this definition, control (including the correlative meanings of the terms controlled by and under common control with), as used with respect to any Person, shall mean the possession, directly, or indirectly through one or more intermediaries, of the power to direct or cause the direction of the management and policies of such Person, whether by contract, through the ownership of voting securities, partnership interests or other equity interests or otherwise. Agreement is defined in the introductory paragraph of this Agreement. Business Day means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New York are authorized or obligated by applicable law, regulation or executive order to close. Closing Date means the Closing Date as defined in the Stock Purchase Agreement. Commission means the United States Securities and Exchange Commission. Common Shares is defined in the first recital clause of this Agreement. Common Stock is defined in the first recital clause of this Agreement. Company is defined in the introductory paragraph of this Agreement, and any successor thereto. End of Suspension Notice is defined in Section 5(b) hereof. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission pursuant thereto. FINRA means the Financial Industry National Regulatory Agency. Holder means each record owner of any Registrable Shares from time to time. Investor and Investors have the meanings specified therefor in the introductory paragraph of this Agreement. Losses is defined in Section 6(a) hereof. Mandatory Registration Statement means the Mandatory Shelf Registration Statement or any Subsequent Shelf Registration Statement. Mandatory Shelf Registration Statement is defined in Section 2(a) hereof. NYSE means The New York Stock Exchange, Inc. or any other national securities exchange on which the Common Stock is listed. Offering is defined in the first recital clause of this Agreement. Person means an individual, limited liability company, partnership, corporation, trust, unincorporated organization, government or agency or political subdivision thereof, or any other legal entity. Preferred Shares is defined in the first recital clause of this Agreement. Preferred Stock is defined in the first recital clause of this Agreement. Prospectus means the prospectus included in any Registration Statement, including any preliminary prospectus, and all other amendments and supplements to any such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference, if any, in such prospectus. Registrable Shares means the Common Shares and any Additional Shares in respect thereof, in each case, upon original issuance thereof, and at all times subsequent thereto, including upon the transfer thereof by the original holder or any subsequent holder, until, in the case of any such Common Shares or Additional Shares, as applicable, the earliest to occur of:

Definitions from Registration Rights Agreement

This Agreement is made pursuant to the Purchase/Placement Agreement (the Purchase/Placement Agreement), dated as of December 13, 2016, between the Company and FBR in connection with the purchase and sale or placement of an aggregate of 14,000,000 Class A-1 Shares (plus up to an additional 2,100,000 Class A-1 Shares that FBR has the option to purchase or place to cover additional allotments, if any). In order to induce FBR to enter into the Purchase/Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to FBR, the Participants, and their respective direct and indirect transferees. The execution of this Agreement is a condition to the closing of the transactions contemplated by the Purchase/Placement Agreement. Pursuant to the Companys amended and restated certificate of incorporation (the Company Charter), the Class A-1 Shares are convertible into an equivalent number of shares of Class A common stock, $0.01 par value per share (th

Definitions. As used in this Agreement, the following terms shall have the following meanings: Accredited Investor Shares: The Shares initially sold by the Company to accredited investors (within the meaning of Rule 501(a) promulgated under the Securities Act) as Participants. Affiliate: As to any specified Person, as defined in Rule 12b-2 under the Exchange Act. Agreement: As defined in the preamble. Board of Directors: As defined in Section 2(b) hereof. Business Day: With respect to any act to be performed hereunder, each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New York or other applicable places where such act is to occur are authorized or obligated by applicable law, regulation or executive order to close. Bylaws: The Bylaws of the Company, adopted as of the date hereof, as amended from time to time. Class A Shares: As defined in the preamble. Class A-1 Shares: As defined in the preamble. Class B Shares: The shares of Class B common stock, $0.01 par value per share, of the Company. Closing Date: December 20, 2016 or such other time or such other date as FBR and the Company may agree. Commission: The Securities and Exchange Commission. Common Stock: The Class A-1 Shares, Class A Shares and Class B Shares. Company: As defined in the preamble. Company Charter: As defined in the preamble. Controlling Person: As defined in Section 7(a) hereof. End of Suspension Notice: As defined in Section 6(b) hereof. Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission pursuant thereto. Exchange Act Registration Statement: As defined in Section 2(c) hereof. FBR: As defined in the preamble. FINRA: The Financial Industry Regulatory Authority. Holder: Each record owner of any Registrable Shares from time to time, including FBR and its Affiliates to the extent FBR or any such Affiliate holds any Registrable Shares. Indemnified Party: As defined in Section 7(c) hereof. Indemnifying Party: As defined in Section 7(c) hereof. IPO Registration Statement: As defined in Section 2(b) hereof. Issuer Free Writing Prospectus: As defined in Section 2(c) hereof. JOBS Act: The Jumpstart Our Business Startups Act of 2012, as amended, and the rules and regulations promulgated by the Commission thereunder. Lead Underwriter: As defined in Section 2(b)(ii) hereof. Legacy Holder: Certain holders (including holders indirectly through SES Legacy Holdings, LLC) of the Companys capital stock other than the Registrable Shares on or prior to the Closing Date that owned equity interests in the Company or its predecessor prior to the date hereof. Legacy Holder Registration Rights Agreement: That certain registration rights agreement between the Company and the Legacy Holders, dated as of December 20, 2016. Liabilities: As defined in Section 7(a) hereof. No Objections Letter: As defined in Section 5(t) hereof. Nominee: As defined in Section 3(c) hereof. Participants: As defined in the preamble. Person: An individual, partnership, corporation, limited liability company, trust, unincorporated organization, government or agency or political subdivision thereof, or any other legal entity. Post Offering Period: As defined in Section 2(b)(ii) hereof. Proceeding: An action (including a class action), claim, suit or proceeding (including without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or, to the knowledge of the Person subject thereto, threatened. Prospectus: The prospectus included in any Registration Statement, including any preliminary prospectus at the time of sale within the meaning of Rule 159 under the Securities Act and all other amendments and supplements to any such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference, if any, in such prospectus. Purchase/Placement Agreement: As defined in the preamble. Purchaser Indemnitee: As defined in Section 7(a) hereof. Registrable Shares: The Rule 144A Shares, the Accredited Investor Shares and the Regulation S Shares, upon original issuance thereof, and at all times subsequent thereto, including upon the transfer thereof by the original holder or any subsequent holder and any shares or other securities issued in respect of such Registrable Shares by reason of or in connection with any stock dividend, stock distribution, stock split, purchase in any rights offering or in connection with any exchange, conversion or replacement of such Registrable Shares (including any conversions of the Rule 144A Shares, the Accredited Investor Shares and Regulation S Shares into Class A Shares) or any combination of shares, recapitalization, merger or consolidation, or any other equity securities issued pursuant to any other pro rata distribution with respect to the Common Stock, until, in the case of any such securities, the earliest to occur of (i) the date on which the r

DEFINITIONS from Agreement

This Agreement is made by and between TA Operating LLC ("MERCHANT"), a Delaware limited liability company with its principal place of business at 24601 Center Ridge Road, Westlake, OH 44145, and WEX INC., a Delaware corporation with its principal place of business at 97 Darling Avenue, South Portland, Maine 04106, ("WEX"). This Agreement supersedes all previous agreements in place between the parties and their respective affiliates and subsidiaries, and any modifications shall be in writing and mutually agreed upon by the respective parties listed above.

DEFINITIONS. A."Business Day" shall mean any Monday, Tuesday, Wednesday, Thursday or Friday but excluding any day when banks in Utah and/or New York are generally closed for business.B."Card" or "Cards" shall mean the charge cards, virtual card numbers, or other approved account access devices which are described on Exhibit B attached hereto and made a part hereof. Notwithstanding the foregoing, WEX shall be permitted to change the name of a Card from that described on Exhibit B provided that such successor Card shall be subject to the same terms and conditions of this Agreement (including, without limitation, the WEX fees and transaction types (i.e., Local and OTR)) as its predecessor.C."Cardholder" shall mean the holder of the Card.D."Card Sale" shall mean any transaction involving the use of any Card at a Distribution Site to purchase a Product.E."Card Sale Procedures" shall mean the WEX Card Sale Procedures attached as Exhibit A-1 hereto and EFS Card Sale Procedures attached as Exhibit A-2 hereto.F."Chargeback" means that a posted sale has been disputed and the amount of such sale will be deducted from the pending settlement in accordance with the provisions contained in the applicable Card Sale Procedures.G."Confidential Information" shall include, without limitation, software, processes, trade secrets, financial information, customer lists, inventions, technical data, developments, pricing, drawings, business plans, schedules, test marketing data, marketing plans of either party which shall be proprietary and confidential.H."Distribution Sites" means the retail locations operated by MERCHANT. Sites which use Merchant's brand names but which are independently owned distributor, dealer or franchisee sites (collectively, "Franchise Sites") shall have the right and option to accept Cards under terms compliant with this Agreement, but WEX shall be required to enter into their own acceptance agreements for these sites and Merchant shall have no liability with respect to the Franchise Sites or WEX's obligations thereunder.I."Effective Date" means November 7, 2016.J."Local Transaction" shall mean a fuel transaction (gasoline and diesel) that is processed on the front islands (fore-court and not the commercial diesel islands) of a Distribution Site.[***]Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.K."Over the Road Transaction" or "OTR Transaction" shall mean a diesel transaction that is processed on the truck diesel islands (sometimes referred to as the "back" or "commercial" diesel islands of a Distribution Site.L."Prior Agreements" means (i) Fleet One Merchant Services Agreement dated January 12, 2012, as amended, between Merchant and Fleet One, LLC, (ii) EFS Transportation Processing Services Inc. Processing Agreement between Petro Stopping Centers, L.P. (Merchant's predecessor in interest) and EFS Transportation Services, Inc. ("EFS") dated April 1, 2003, as amended, (iii) Truck Stop Master Operating Policies and Procedures Contract between Merchant and EFS dated January 1, 2002, as amended, and Card Acceptance Agreement between Merchant and TA/TCH LLC dated April 30, 2008.M."Products" for the purposes of this Agreement, shall mean and include motor fuel, motor oil, repairs, tires and merchandise. Products shall exclude gift cards, non-WEX branded prepaid cards, lottery tickets or other games of chance.N."WEX Fees" shall mean the fees charged by WEX to Merchant for processing Card Transactions, as more particularly described in Exhibit B.