1.00% Uses in DEFINITIONS Clause

DEFINITIONS from Loan and Security Agreement

THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this Agreement) dated as of May 10, 2017 (the Effective Date) among INNOVATUS LIFE SCIENCES LENDING FUND I, LP, a Delaware limited partnership, as collateral agent (in such capacity, together with its successors and assigns in such capacity, Collateral Agent), and the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to, and TRANSENTERIX, INC., a Delaware corporation (Parent), TRANSENTERIX SURGICAL, INC., a Delaware corporation (TransEnterix Surgical), SAFESTITCH LLC, a Virginia limited liability company (SafeStitch), and TRANSENTERIX INTERNATIONAL, INC., a Delaware corporation (TransEnterix International, and together with Parent, TransEnterix Surgical, and SafeStitch, individually and collectively, jointly and severally, Borrower), each with offices located at 635 Davis Drive, Suite 300, Morrisville, North Carolina 27560, provides the terms on

DEFINITIONS. As used in this Agreement, the following terms have the following meanings: Account is any account as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower. Account Debtor is any account debtor as defined in the Code with such additions to such term as may hereafter be made under the Code. Affiliate of any Person is a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Persons senior executive officers, directors, partners if such Person is a partnership and, for any Person that is a limited liability company, that Persons managers and members. Amortization Date is the earliest of (i) the first Payment Date immediately following the occurrence and continuation of an Event of Default, (ii) (a) the first Payment Date immediately following the date, if any, upon which the Interest-Only Milestones (other than the Performance to Plan Milestone) is not met and (b) the first Payment Date following Borrowers failure timely to obtain the Equity Cure after the Performance to Plan Milestone is not met (the earliest such date in the foregoing clauses (i) and (ii), the Early Amortization Date) and (iii) the twenty-fifth (25th) Payment Date following the Funding Date. Anti-Terrorism Laws are any laws relating to terrorism or money laundering, including without limitation Executive Order No. 13224 (effective September 24, 2001), the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by OFAC. Bank Services are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to Borrower or any of its Subsidiaries by financial institutions, including, without limitation, any letters of credit, bankers guarantees, cash management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services. Blocked Person is any Person: (a) listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (c) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person that commits, threatens or conspires to commit or supports terrorism as defined in Executive Order No. 13224, or (e) a Person that is named a specially designated national or blocked person on the most current list published by OFAC or other similar list. Borrowers Books are Borrowers or any of its Subsidiaries books and records including ledgers, federal, and state tax returns, records regarding Borrowers or its Subsidiaries assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. Business Day is any day that is not a Saturday, Sunday or a day on which Collateral Agent is closed. Cash Equivalents are (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poors Ratings Group or Moodys Investors Service, Inc., (c) certificates of deposit maturing no more than one (1) year after issue provided that the account in which any such certificate of deposit is maintained is subject to a Control Agreement in favor of Collateral Agent and (d) money market funds at least 95% of which constitute Cash Equivalents of the kinds described in clauses (a) through (c) of this definition. Code is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of New York; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Collateral Agents Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of New York, the term Code shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority,

Definitions from Amended and Restated Loan and Security Agreement

THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this Agreement) dated as of April 24, 2017 (the Effective Date) between SILICON VALLEY BANK, a California corporation (Bank), and IMPINJ, INC., a Delaware corporation (Borrower), amends and restates in its entirety that certain Second Amended and Restated Loan and Security Agreement between Borrower and Bank dated as of March 26, 2014 (as subsequently amended prior to the date hereof, the Original Agreement) and provides the terms on which Bank shall lend to Borrower, and Borrower shall repay Bank. The parties agree as follows:

Definitions. As used in the Loan Documents, the word shall is mandatory, the word may is permissive, the word or is not exclusive, the words includes and including are not limiting, the singular includes the plural, and numbers denoting amounts that are set off in brackets are negative. As used in this Agreement, the following capitalized terms have the following meanings: Account is any account as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower. Account Debtor is any account debtor as defined in the Code with such additions to such term as may hereafter be made. Adjusted EBITDA means (a) Net Income, plus (b) Interest Expense, plus (c) to the extent deducted in the calculation of Net Income, depreciation expense and amortization expense, plus (d) income tax expense, plus (e) non-cash impairment charges and non-cash stock compensation expense. Advance or Advances means an advance (or advances) under the Revolving Line. Affiliate is, with respect to any Person, each other Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Persons senior executive officers, directors, partners and, for any Person that is a limited liability company, that Persons managers and members. Agreement is defined in the preamble hereof. Availability Amount is (a) the Revolving Line minus (b) the aggregate Dollar Equivalent amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit) in each case issued under the Letter of Credit Sublimit minus (c) the outstanding principal balance of any Advances. Bank is defined in the preamble hereof. Bank Expenses are all audit fees and expenses, costs, and expenses (including reasonable attorneys fees and expenses) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower. Bank Liquidity means unrestricted cash and investments at Bank or Banks Affiliates (subject to a Control Agreement), plus the Availability Amount. Bank Services are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to Borrower or any of its Subsidiaries by Bank or any Bank Affiliate, including, without limitation, any letters of credit, cash management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Banks various agreements related thereto (each, a Bank Services Agreement). Borrower is defined in the preamble hereof. Borrowers Books are all Borrowers books and records including ledgers, federal and state tax returns, records regarding Borrowers assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. Borrowing Resolutions are, with respect to any Person, those resolutions substantially in the form attached hereto as Exhibit E. Business Day is any day that is not a Saturday, Sunday or other day on which banking institutions in the State of California are authorized or required by law or other governmental action to close, except that if any determination of a Business Day shall relate to a LIBOR Advance, the term Business Day shall also mean a day on which dealings are carried on in the London interbank market, and if any determination of a Business Day shall relate to an FX Contract, the term Business Day shall mean a day on which dealings are carried on in the country of settlement of the Foreign Currency. Cash Equivalents means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poors Ratings Group or Moodys Investors Service, Inc.; (c) Banks certificates of deposit issued maturing no more than one (1) year after issue; and (d) money market funds at least ninety-five percent (95%) of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (c) of this definition. Charter is defined in Section 2.6. Code is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of California; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the defi

DEFINITIONS from Employee Matters Agreement

This Employee Matters Agreement (this Agreement), dated as of March 31, 2017, with effect as of the Effective Time, is entered into by and between Hewlett Packard Enterprise Company, a Delaware corporation (Houston), Everett SpinCo, Inc., a Nevada corporation (Everett), and Computer Sciences Corporation, a Nevada corporation (Chicago, and together with Houston and Everett, the Parties).

DEFINITIONS. Unless otherwise defined in this Agreement, capitalized words and expressions and variations thereof used in this Agreement or in its Schedules have the meanings set forth below. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Separation Agreement. 1.1 Action has the meaning given to that term in the Separation Agreement. 1.2 Affiliate has the meaning given to that term in the Separation Agreement. 1.3 Agreement has the meaning set forth in the preamble to this Agreement. 1.4 Approved Leave of Absence means an absence from active service pursuant to an approved leave. 1.5 Auditing Party has the meaning set forth in Section 6.4(a). 1.6 Benefit Plan means, with respect to an entity or any of its Subsidiaries, (a) each employee welfare benefit plan (as defined in Section 3(1) of ERISA) and each other employee benefits arrangement, policy or payroll practice (including, without limitation, severance pay, sick leave, vacation pay, salary continuation, disability, retirement, deferred compensation, bonus, stock option or other equity-based compensation, hospitalization, medical or life) sponsored or maintained by such entity or by any of its Subsidiaries (or to which such entity or any of its Subsidiaries contributes or is required to contribute) and (b) each employee pension benefit plan (as defined in Section 3(2) of ERISA), occupational pension plan or arrangement or other pension arrangement sponsored, maintained or contributed to by such entity or any of its Subsidiaries (or to which such entity or any of its Subsidiaries contributes or is required to contribute). For the avoidance of doubt, Benefit Plans includes Health and Welfare Plans. When immediately preceded by Houston, Benefit Plan means any Benefit Plan sponsored, maintained or contributed to by Houston or a Houston Entity or any Benefit Plan with respect to which Houston or a Houston Entity is a party. When immediately preceded by Everett, Benefit Plan means any Benefit Plan sponsored, maintained or contributed to by Everett or any Everett Entity or any Benefit Plan with respect to which Everett or an Everett Entity is a party. When immediately preceded by Chicago, Benefit Plan means any Benefit Plan sponsored, maintained or contributed to by Chicago or any of its Subsidiaries or any Benefit Plan with respect to which Chicago or any of its Subsidiaries is a party. 1.7 Chicago has the meaning set forth in the preamble to this Agreement. 1.8 Chicago Common Stock means the outstanding shares of common stock, $1.00 par value, of Chicago. 1.9 Chicago Employee means any individual who is employed by a Chicago Entity immediately prior to the Effective Time, 1.10 Chicago Equity Awards means the Chicago Options, Chicago RSU Awards, Chicago PSU Awards and Chicago SARs. 1.11 Chicago Executive DC Plan means the Chicago Deferred Compensation Plan, as amended and restated effective as of December 31, 2012 and the First Amendment to the Chicago Deferred Compensation Plan effective as of December 31, 2013, in effect as of the time relevant to the applicable provision of this Agreement. 1.12 Chicago Health and Welfare Plans has the meaning set forth in Section 4.1(a)(ii). 1.13 Chicago Non-Employee Director means each member of the Chicago Board of Directors as of immediately after the Effective Time who is not a Chicago Employee. 1.14 Chicago Stock Plan means Chicagos 2011 Omnibus Incentive Plan, 2007 Employee Incentive Plan, 2004 Incentive Plan, or 2010 Non-Employee Director Stock Incentive Plan, in each case including any sub-plan or addendum thereto. 1.15 Chicago 401(k) Plan has the meaning set forth in Section 3.1(c). 1.16 Closing has the meaning set forth in the Merger Agreement. 1.17 Closing Date has the meaning set forth in the Merger Agreement. 1.18 COBRA means the continuation coverage requirements for group health plans under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Code SS 4980B and ERISA SSSS 601 through 608. 1.19 Code means the Internal Revenue Code of 1986, as amended, or any successor federal income tax law. Reference to a specific Code provision also includes any proposed, temporary or final regulation in force under that provision. 1.20 Dallas means Hewlett-Packard Company, a Delaware corporation. 1.21 HP Excess Plans has the meaning given to that term in the Historical Employee Matters Agreement. 1.22 Destination LOA Employee means a Houston Destination LOA Employee or an Everett Destination LOA Employee, as applicable. 1.23 DEU Account means (a) when immediately preceded by Houston, an account consisting of dividend equivalent units relating to Houston Common Stock granted under a Houston Stock Plan (or a historical Dallas stock plan) or (b) when immediately preceded by Everett, an account consisting of dividend equivalent units relating to shares of Everett Common Stock outstanding under the Everett Stock Plan. 1.24 Distribution Date has

Definitions from Debenture

THIS 9.5% ORIGINAL ISSUE DISCOUNT SENIOR SECURED DEBENTURE is one of a series of duly authorized and validly issued 9.5% Original Issue Discount Senior Secured Convertible Debentures of CareDx, Inc., a Delaware corporation, (the Company), having its principal place of business at 3260 Bayshore Boulevard, Brisbane, California 94005 (this debenture, as amended, restated, supplemented or otherwise modified from time to time, the Debenture and collectively with the other debentures of such series, the Debentures) and is issued pursuant to the Purchase Agreement (as defined below).

Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Debenture, (a) capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement and (b) the following terms shall have the following meanings: Agent means JGB Collateral LLC, a Delaware limited liability company. Allenex means, collectively, CareDx International AB f/k/a Allenex AB and its subsidiaries. Allenex Indebtedness shall have the meaning set forth in Section 6(a)(i). Allenex Vendors shall have the meaning set forth in Section 6(a)(i). AlloMap means the Companys AlloMap heart transplant molecular test for the monitoring and identification of heart transplant recipients. AlloSure means the Companys sequencing-based test to detect donor-derived cell-free DNA after organ transplantation. Applicable Interest Rate means an annual rate equal to nine and one-half percent (9.5%); provided, however, following the occurrence and during the continuance of an Event of Default, the Applicable Interest Rate shall automatically, without notice or any other action required by Holder, mean an annual rate equal to twelve and one-half percent (12.5%). Bankruptcy Event means any of the following events: (a) the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any Significant Subsidiary thereof, (b) there is commenced against the Company or any Significant Subsidiary thereof any such case or proceeding that is not dismissed within sixty (60) days after commencement, (c) the Company or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Company or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within sixty (60) calendar days after such appointment, (e) the Company or any Significant Subsidiary thereof makes a general assignment for the benefit of creditors, (f) the Company or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts, (g) the Company or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing, or (h) the Company or any Significant Subsidiary admits in writing its inability, or is otherwise unable, to pay its debts generally as they become due. For the avoidance of doubt, Allenex shall, in any case, be deemed a Significant Subsidiary of the Company. Base Conversion Price shall have the meaning set forth in Section 5(b). Beneficial Ownership Limitation shall have the meaning set forth in Section 4(i). Blocked Account shall have the meaning set forth in Section 6(b). Blocked Account Agreement shall have the meaning set forth in Section 6(b). Bloomberg means Bloomberg, L.P. Board of Directors means the board of directors of the Company. Buy-In shall have the meaning set forth in Section 4(f). Calculation Date shall have the meaning set forth in Section 6(c). Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or group (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of fifty percent (50%) of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Warrants issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than fifty percent (50%) of the aggregate voting power of the Company or the successor entity of such transaction, or (c) the Company Disposes of all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than fifty percent (50%) of the aggregate voting power of the acquiring entity immediately after the transaction. CMS means the U.S. Center for Medicare & Medicaid Services. Collateral shall have the meaning given such term in the Security Agreement. Commercial Launch Milestone #1 means the date by which the Company has accumulated aggregate gross revenue of at least $150,000 from

Definitions from Credit Agreement

AGREEMENT (this Agreement) dated as of February 8, 2017 among THE CLOROX COMPANY, the BANKS listed on the signature pages hereof, JPMORGAN CHASE BANK, N.A., CITIBANK, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agents, and CITIBANK, N.A., as Servicing Agent.

Definitions. The following terms, as used herein, have the following meanings: Absolute Rate Auction means a solicitation of Competitive Bid Quotes setting forth Competitive Bid Absolute Rates pursuant to Section 2.03. Additional Bank has the meaning set forth in Section 2.17(b). Administrative Agent means each of JPMorgan Chase Bank, N.A., Citibank, N.A. and Wells Fargo Bank, National Association, in its capacity as an administrative agent for the Banks hereunder, and its successors in such capacity. Administrative Questionnaire means, with respect to each Bank, an administrative questionnaire in the form prepared by the Servicing Agent, completed by such Bank and submitted to the Servicing Agent (with a copy to the Borrower). Agent means any of the Administrative Agents and the Servicing Agent, and Agents means any two or more of the foregoing, as the context may require. Agreement has the meaning set forth in the preamble. Anti-Corruption Laws means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its affiliates from time to time concerning or relating to bribery or corruption. Applicable Lending Office means, with respect to any Bank, (i) in the case of its Base Rate Loans, its Domestic Lending Office, (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of its Competitive Bid Loans, its Competitive Bid Lending Office. Applicable Margin means (i) with respect to any Base Rate Loan, the applicable rate per annum determined in accordance with the Pricing Schedule and (ii) with respect to any Euro-Dollar Loan, the applicable rate per annum determined in accordance with the Pricing Schedule; provided that at any time at which an Event of Default shall have occurred and be continuing, the Applicable Margin determined as set forth above shall be increased by 2.00% per annum if, at the direction of the Required Banks, the Servicing Agent shall have given written notice thereof to the Borrower, and provided further that upon such notice, such increase will be effective as of the date of occurrence of such Event of Default and such increase will be effective (without notice) upon acceleration of the Loans. Assignment and Assumption means an assignment and assumption entered into by a Bank and an Eligible Assignee (with the consent of any party whose consent is required by Section 9.06), and accepted by the Servicing Agent, in substantially the form of Exhibit E or any other form approved by the Servicing Agent. Bail-In Action means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. Bail-In Legislation means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. Bank means each bank or other financial institution listed on the signature pages hereof, each Person which becomes a Bank pursuant to Section 8.06 or 9.06(b), and their respective successors. Bank Insolvency Event means that (a) a Bank or its Parent is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, or (b) such Bank or its Parent has become the subject of a Bail-In Action or a proceeding under any debtor relief law, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Bank or its Parent, or such Bank or its Parent has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment. Base Rate means, for any day, a rate per annum equal to the highest of (i) the Citibank Rate for such day, (ii) the sum of 1/2 of 1% plus the Federal Funds Rate for such day and (iii) the ICE Benchmark Administration Settlement Rate applicable to U.S. dollars for a period of one month (One Month LIBOR) plus 1.00% (for the avoidance of doubt, the One Month LIBOR for any day shall be based on the rate appearing on Reuters LIBOR01 Page (or other commercially available source providing such quotations as designated by the Servicing Agent from time to time) at approximately 11:00 a.m. London time on such day); provided that if One Month LIBOR is less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Base Rate Loan means a Committed Loan which bears interest at the Base Rate pursuant to the applicable Notice of Committed Borrowing or Notice of Interest Rate Election or the provisions of Section 2.08(a) or Article 8. Benefit Arrangement means, at any time, an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed

Definitions from Stock Purchase Agreement by and Among

This STOCK PURCHASE AGREEMENT is dated as of February 8, 2017 (this Agreement), by and among FB Financial Corporation, a Tennessee corporation (Buyer), FirstBank, a Tennessee state banking corporation and a wholly-owned subsidiary of Buyer (Buyer Bank), Clayton HC, Inc., a Tennessee corporation (Seller), Clayton Bank and Trust, a Tennessee state bank and wholly-owned subsidiary of Seller (CBT), American City Bank, a Tennessee state bank and wholly-owned subsidiary of Seller (ACB), and James L. Clayton, a significant shareholder of Seller (Clayton). Each of CBT and ACB are referred to herein as a Seller Bank and, together, as the Seller Banks. Each of Seller, CBT and ACB are referred to herein as a Seller Entity and, together, as the Seller Entities.

Definitions. The following terms are used in this Agreement with the meanings set forth below: 2017 Tax Distribution shall mean the product of the 2017 Taxable Income multiplied by 38.1%. 2017 Taxable Income shall the consolidated pre-tax income of the Seller Banks for the Measurement Period minus applicable state income taxes paid (or accrued) by each Seller Bank for the Measurement Period determined in accordance with GAAP and consistent with the calculation of the pre-tax income of the Seller Banks for 2016. ACB has the meaning set forth in the preamble to this Agreement. ACB Common Stock has the meaning set forth in the recitals. ACB Shares has the meaning set forth in the recitals. Actual 2017 Tax Distribution shall mean the 2017 Tax Distribution as set forth on the Final Tax Distribution Statement. Accredited Investor means a Person who qualifies as an accredited investor, as such term is defined in Rule 501 of the Securities Act. Acquired Assets has the meaning set forth in Section 5.22. Affiliate means, with respect to any Person, any other Person controlling, controlled by or under common control with such Person. As used in this definition, control (including, with its correlative meanings, controlled by and under common control with) means the possession, directly or indirectly, of 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 has the meaning set forth in the preamble to this Agreement. Allocation Schedule has the meaning set forth in Section 5.22. Alternative Proposal has the meaning set forth in Section 5.10. Alternative Transaction has the meaning set forth in Section 5.10. Apex means Apex Bank, any successor bank to Apex Bank or any other bank that is acquired by Apex Bancorp. Arbitrating Accountant has the meaning set forth in Section 5.22. Associate when used to indicate a relationship with any Person means (1) any corporation or organization (other than Seller or any Seller Bank) of which such Person is an officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities, (2) any trust or other estate in which such Person has a substantial beneficial interest or serves as trustee or in a similar fiduciary capacity, or (3) any relative or family member of such Person. Audited Financial Statements has the meaning set forth in Section 3.08(a). Bank Capital Stock has the meaning set forth in Section 5.01(a). Bank Common Stock has the meaning set forth in the recitals. Bank Holding Company means any company registered as a bank holding company with the Board of Governors of the Federal Reserve System pursuant to the Bank Holding Company Act of 1956, as amended. Bank Intellectual Property means the Intellectual Property used in or held for use in the conduct of the business of Seller Banks. Bank Merger has the meaning set forth in Section 1.05. Bank Secrecy Act means the Bank Secrecy Act of 1970, as amended. Bank Shares has the meaning set forth in the recitals. BOLI has the meaning set forth in Section 3.33(b). Burdensome Conditions has the meaning set forth in Section 5.07(a). Business Day means Monday through Friday of each week, except a legal holiday recognized as such by the U.S. government or any day on which banking institutions in the State of Tennessee are authorized or obligated to close. Buyer has the meaning set forth in the preamble to this Agreement. Buyer Bank has the meaning set forth in the preamble to this Agreement. Buyer Benefit Plans means any Employee Benefit Plan adopted, maintained, sponsored, or contributed to by the Buyer or Buyer Bank. Buyer Common Stock means the common stock, $1.00 par value per share, of Buyer. Buyer Consideration has the meaning set forth in Section 1.02(b). Buyer Disclosure Schedule has the meaning set forth in Section 4.01(a). Buyer Indemnified Parties and Buyer Indemnifying Party have the meanings set forth in ARTICLE VIII. Buyer Meeting has the meaning set forth in Section 5.04(b). Buyer Recommendation has the meaning set forth in Section 5.04(b). Buyer Reports has the meaning set forth in Section 4.06(a). CBT has the meaning set forth in the preamble to this Agreement. CBT Common Stock has the meaning set forth in the recitals. CBT Shares has the meaning set forth in the recitals. Claim has the meaning set forth in Section 5.11(a). Clayton has the meaning set forth in the preamble to this Agreement. Closing and Closing Date have the meanings set forth in Section 2.01. Code means Internal Revenue Code of 1986, as amended. Community Reinvestment Act means the Community Reinvestment Act of 1977, as amended. Debt Consideration has the meaning set forth in Section 1.02(b). Derivative Transaction means any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currenci

Definitions from Transition Services Agreement

This TRANSITION SERVICES AGREEMENT, dated as of [*] (this Agreement), is by and between TEGNA Inc., a Delaware corporation (Parent), and Cars.com Inc., a Delaware corporation (SpinCo).

Definitions. For purposes of this Agreement, the following terms shall have the following meanings: Action shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal. Additional Services shall have the meaning set forth in Section 2.01(b). Affiliate has the meaning set forth in the Separation and Distribution Agreement. Agreement has the meaning set forth in the Preamble. Ancillary Agreements has the meaning set forth in the Separation and Distribution Agreement. Charge and Charges have the meaning set forth in Section 2.03. Confidential Information means all Information that is either confidential or proprietary. Dispute has the meaning set forth in Section 8.16(a). Distribution has the meaning set forth in the Recitals. Distribution Date shall mean the date of the consummation of the Distribution, which shall be determined by the Parent Board in its sole and absolute discretion. Effective Time shall mean [*], New York City time, on the Distribution Date. e-mail shall have the meaning set forth in Section 8.10. Force Majeure shall mean, with respect to a Party, an event beyond the reasonable control of such Party (or any Person acting on its behalf), which event (a) does not arise or result from the fault or negligence of such Party (or any Person acting on its behalf) and (b) by its nature would not reasonably have been foreseen by such Party (or such Person), or, if it would reasonably have been foreseen, was unavoidable, and includes acts of God, acts of civil or military authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, labor problems or unavailability of parts, or, in the case of computer systems, any significant and prolonged failure in electrical or air conditioning equipment. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such Partys response thereto, shall not be deemed an event of Force Majeure. Governmental Authority shall mean any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive official thereof. Information shall mean information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data. Interest Payment has the meaning set forth in Section 4.02. Law shall mean any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority. Level of Service has the meaning set forth in Section 2.02(c). Liabilities shall mean all debts, guarantees, assurances, commitments, liabilities, responsibilities, Losses, remediation, deficiencies, damages, fines, penalties, settlements, sanctions, costs, expenses, interest and obligations of any nature or kind, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law, claim (including any Third-Party Claim), demand, Action, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or arbitration tribunal, and those arising under any contract, agreement, obligation, indenture, instrument, lease, promise, arrangement,

Definitions from Employee Matters Agreement

This EMPLOYEE MATTERS AGREEMENT, dated as of [*] (this Agreement), is by and between TEGNA Inc., a Delaware corporation (Parent), and Cars.com Inc., a Delaware corporation (SpinCo).

Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below. Action shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal. Adjusted SpinCo Stock Value shall mean the product obtained by multiplying (a) the SpinCo Stock Value by (b) the Distribution Ratio. Affiliate shall mean, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, control (including with correlative meanings, controlled by and under common control with), when used with respect to any specified Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, prior to, at and after the Effective Time, for purposes of this Agreement (a) no member of the SpinCo Group shall be deemed to be an Affiliate of any member of the Parent Group and (b) no member of the Parent Group shall be deemed to be an Affiliate of any member of the SpinCo Group. Agreement shall have the meaning set forth in the Preamble to this Agreement and shall include all amendments, modifications, and changes hereto entered into pursuant to Section 8.17. Ancillary Agreements shall mean all agreements (other than the Separation and Distribution Agreement) entered into by the Parties or the members of their respective Groups (but as to which no Third Party is a party) in connection with the Separation, the Distribution, or the other transactions contemplated by the Separation and Distribution Agreement, including the Transition Services Agreement, the Tax Matters Agreement, this Agreement and the Transfer Documents. Applicable Exchange shall mean the securities exchange as may at the applicable time be the principal market for Parent Shares or SpinCo Shares, as applicable. Assets shall mean, with respect to any Person, the assets, properties, claims and rights (including goodwill) of such Person, wherever located (including in the possession of vendors or other third Persons or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of such Person, including rights and benefits pursuant to any contract, license, permit, indenture, note, bond, mortgage, agreement, concession, franchise, instrument, undertaking, commitment, understanding or other arrangement. Benefit Plan shall mean any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement providing for benefits, perquisites or compensation of any nature from an employer to any Employee, or to any family member, dependent, or beneficiary of any such Employee, including cash or deferred arrangement plans, profit sharing plans, post-employment programs, pension plans, thrift plans, supplemental pension plans, welfare plans, stock option, stock purchase, stock appreciation rights, restricted stock, restricted stock units, performance stock units, other equity-based compensation and contracts, agreements, policies, practices, programs, plans, trusts, commitments and arrangements providing for terms of employment, fringe benefits, severance benefits, change in control protections or benefits, travel and accident, life, accidental death and dismemberment, disability and accident insurance, tuition reimbursement, adoption assistance, travel reimbursement, vacation, sick, personal or bereavement days, leaves of absences and holidays; provided, however, that the term Benefit Plan does not include any government-sponsored benefits, such as workers compensation, unemployment or any similar plans, programs, policies or agreements. COBRA shall mean the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at Section 601 et seq. of ERISA and at Section 4980B of the Code. Code shall mean the Internal Revenue Code of 1986, as amended. Distribution shall have the meaning set forth in the Recitals. Distribution Date shall mean the date of the consummation of the Distribution, which shall be determined by the Parent Board in its sole and absolute discretion. Distribution Ratio shall mean a number equal to [*]. Effective Time shall mean [*]a.m./p.m., New Yo

Definitions from Transition Services Agreement

This TRANSITION SERVICES AGREEMENT, dated as of January 27, 2017 (this Agreement), is by and between Varian Medical Systems, Inc., a Delaware corporation (Parent), and Varex Imaging Corporation, a Delaware corporation (SpinCo).

Definitions. For purposes of this Agreement, the following terms shall have the following meanings: Action has the meaning set forth in the Separation and Distribution Agreement. Additional Services shall have the meaning set forth in Section 2.01(b). Affiliate has the meaning set forth in the Separation and Distribution Agreement. Agreement has the meaning set forth in the Preamble. Ancillary Agreements has the meaning set forth in the Separation and Distribution Agreement. Charge and Charges have the meaning set forth in Section 2.03. Confidential Information means all Information that is either confidential or proprietary. Dispute has the meaning set forth in Section 8.16(a). Distribution has the meaning set forth in the Recitals. Distribution Date has the meaning set forth in the Separation and Distribution Agreement. Effective Time has the meaning set forth in the Separation and Distribution Agreement. Expanded Services has the meaning set forth in Section 2.01(b). Force Majeure has the meaning set forth in the Separation and Distribution Agreement. Governmental Authority has the meaning set forth in the Separation and Distribution Agreement. Information means information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data. Intellectual Property Matters Agreement has the meaning set forth in the Separation and Distribution Agreement. Interest Payment has the meaning set forth in Section 4.02. Law has the meaning set forth in the Separation and Distribution Agreement. Level of Service has the meaning set forth in Section 2.02(c). Liabilities has the meaning set forth in the Separation and Distribution Agreement. Losses has the meaning set forth in the Separation and Distribution Agreement. Minimum Service Period means the period commencing on the Distribution Date and ending thirty (30) days after the Distribution Date, unless otherwise specified with respect to a particular service on the Schedules hereto. Parent has the meaning set forth in the Preamble. Parent Board has the meaning set forth in the Recitals. Parent Business has the meaning set forth in the Separation and Distribution Agreement. Parent Shares means the shares of common stock, par value $1.00 per share, of Parent. Parties and Party means the parties to this Agreement. Person has the meaning set forth in the Separation and Distribution Agreement. Prime Rate has the meaning set forth in the Separation and Distribution Agreement. Provider means, with respect to any Service, the Party providing such Service hereunder. Provider Indemnitees has the meaning set forth in Section 7.03. Recipient means, with respect to any Service, the Party receiving such Service hereunder. Recipient Indemnitees has the meaning set forth in Section 7.04. Record Date has the meaning set forth in the Separation and Distribution Agreement. Representatives means, with respect to any Person, any of such Persons directors, officers, employees, agents, consultants, advisors, accountants, attorneys or other representatives. Separation has the meaning set forth in the Recitals. Separation and Distribution Agreement has the meaning set forth in the Recitals. Service Baseline Period has the meaning set forth in Section 2.02(c). Service Extension has the meaning set forth in Section 5.01(b). Service Period means, with respect to any Service, the period commencing on the Distribution Date (or such other date following the Distribution Date as specified in the Schedules hereto) and ending on the earliest of (a) the date that a Party terminates the provision of such Service pursuant to Section 5.02, (b) the date that is the two year anniversary of the Distribution Date and (c) the date specified for termination of such Service in the Schedules hereto. Services has the meaning set forth in Section 2.01(a). SpinCo has the meaning set forth in the Preamble. SpinCo Business has the meaning ascribed to the term Varex Business in the Separation and Distribution Agreement. SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo. Subsidiary has the meaning set forth in the Separation and Distribution Agreement. Tax shall have the meaning set forth in the Tax Matters Agreement. Tax Authority shall have the meaning set forth in the Tax Matters Agreement. Tax Matters Agreement means the

Definitions from Transition Services Agreement

This TRANSITION SERVICES AGREEMENT, dated as of January 27, 2017 (this Agreement), is by and between Varian Medical Systems, Inc., a Delaware corporation (Parent), and Varex Imaging Corporation, a Delaware corporation (SpinCo).

Definitions. For purposes of this Agreement, the following terms shall have the following meanings: Action has the meaning set forth in the Separation and Distribution Agreement. Additional Services shall have the meaning set forth in Section 2.01(b). Affiliate has the meaning set forth in the Separation and Distribution Agreement. Agreement has the meaning set forth in the Preamble. Ancillary Agreements has the meaning set forth in the Separation and Distribution Agreement. Charge and Charges have the meaning set forth in Section 2.03. Confidential Information means all Information that is either confidential or proprietary. Dispute has the meaning set forth in Section 8.16(a). Distribution has the meaning set forth in the Recitals. Distribution Date has the meaning set forth in the Separation and Distribution Agreement. Effective Time has the meaning set forth in the Separation and Distribution Agreement. Expanded Services has the meaning set forth in Section 2.01(b). Force Majeure has the meaning set forth in the Separation and Distribution Agreement. Governmental Authority has the meaning set forth in the Separation and Distribution Agreement. Information means information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data. Intellectual Property Matters Agreement has the meaning set forth in the Separation and Distribution Agreement. Interest Payment has the meaning set forth in Section 4.02. Law has the meaning set forth in the Separation and Distribution Agreement. Level of Service has the meaning set forth in Section 2.02(c). Liabilities has the meaning set forth in the Separation and Distribution Agreement. Losses has the meaning set forth in the Separation and Distribution Agreement. Minimum Service Period means the period commencing on the Distribution Date and ending thirty (30) days after the Distribution Date, unless otherwise specified with respect to a particular service on the Schedules hereto. Parent has the meaning set forth in the Preamble. Parent Board has the meaning set forth in the Recitals. Parent Business has the meaning set forth in the Separation and Distribution Agreement. Parent Shares means the shares of common stock, par value $1.00 per share, of Parent. Parties and Party means the parties to this Agreement. Person has the meaning set forth in the Separation and Distribution Agreement. Prime Rate has the meaning set forth in the Separation and Distribution Agreement. Provider means, with respect to any Service, the Party providing such Service hereunder. Provider Indemnitees has the meaning set forth in Section 7.03. Recipient means, with respect to any Service, the Party receiving such Service hereunder. Recipient Indemnitees has the meaning set forth in Section 7.04. Record Date has the meaning set forth in the Separation and Distribution Agreement. Representatives means, with respect to any Person, any of such Persons directors, officers, employees, agents, consultants, advisors, accountants, attorneys or other representatives. Separation has the meaning set forth in the Recitals. Separation and Distribution Agreement has the meaning set forth in the Recitals. Service Baseline Period has the meaning set forth in Section 2.02(c). Service Extension has the meaning set forth in Section 5.01(b). Service Period means, with respect to any Service, the period commencing on the Distribution Date (or such other date following the Distribution Date as specified in the Schedules hereto) and ending on the earliest of (a) the date that a Party terminates the provision of such Service pursuant to Section 5.02, (b) the date that is the two year anniversary of the Distribution Date and (c) the date specified for termination of such Service in the Schedules hereto. Services has the meaning set forth in Section 2.01(a). SpinCo has the meaning set forth in the Preamble. SpinCo Business has the meaning ascribed to the term Varex Business in the Separation and Distribution Agreement. SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo. Subsidiary has the meaning set forth in the Separation and Distribution Agreement. Tax shall have the meaning set forth in the Tax Matters Agreement. Tax Authority shall have the meaning set forth in the Tax Matters Agreement. Tax Matters Agreement means the