2007 Uses in DEFINITIONS Clause

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 Amended and Restated

Effective as of July 1, 2001, Monsanto Company established the Monsanto Company ERISA Parity Savings and Investment Plan (the "Plan") as a successor to the Pharmacia Corporation ERISA Parity Savings and Investment Plan for the benefit of certain participants in the Monsanto Company Savings and Investment Plan ("SIP").

DEFINITIONS. 3.1Except as otherwise defined herein, all words with initial capitals will have the same meaning as in SIP, whether or not such words are capitalized in SIP.(a)"2005-2009 Contribution Account" means the sub-account within a Participant's SIP Parity Account to which contributions made by the Participant and matching or other contributions made by his Employer for 2005, 2006, 2007, 2008 and 2009, and all earlier contributions that were not earned and vested before January 1, 2005, will be credited. A Participant's 2005-2009 Contribution Account will be adjusted for earnings and losses and reduced by distributions.(b)"409A Account," means, for purposes of Section 5 of the Plan, the portion of a Participant's SIP Parity Account comprised of his 2005-2009 Contribution Account and Post-2009 Contribution Account, as applicable.(c)"Affiliate" means,(i)a corporation that is a member of a controlled group of corporations (within the meaning of Code SS 414(b)) that includes an Employer;(ii)a trade or business (whether or not incorporated) that is under common control (within the meaning of Code SS 414(c)) with an Employer;(iii)an organization (whether or not incorporated) that is a member of an affiliated service group (within the meaning of Code SS 414(m)) that includes an Employer; or(iv)any other entity required to be aggregated with an Employer pursuant to regulations issued under the Code SS 414(o).(d)"Board People Committee" means the People and Compensation Committee of the Board of Directors of the Company.(e)"Code" means the Internal Revenue Code of 1986 or any successor thereto, as amended from time to time, and any applicable regulations thereunder.(f)"Committee" means the Board People Committee or the Internal People Committee, as the context may require, as more fully set forth in Section 10.(g)"Company" means Monsanto Company, a Delaware corporation that was incorporated on February 9, 2000 under the name Monsanto Ag Company and changed its name to Monsanto Company on March 31, 2000.(h)"Compensation Limitation" means the limitation on the amount of compensation that may be taken into account in a given year under SIP under Code Section 401(a)(17).(i)"Death Benefit Beneficiary" has the meaning set forth in Section 7.1.(j)"Deferral Election" means an election by a Participant, made in accordance with the provisions of Section 4 hereof, and the rules and procedures established from time to time by the Company, to have Excess Eligible Compensation deferred under the Plan.(k)"Deferral Period" means the Deferral Period elected by a Participant pursuant to Section 5.3 or Section 6.3 as part of a Subsequent Deferral Election. The Deferral Period will begin on the date on which payment would have been made to the Participant in the absence of the Subsequent Deferral Election and end on the date payment is made or commences.(l)"Deferred Payment Plan" means the Monsanto Company Deferred Payment Plan and any successor plan.(m)"Disabled" means a Participant who has been deemed, under the terms of the Monsanto Company Disability Plan ("Disability Plan"), at the time he ceases to perform services as an active Eligible Employee, to have incurred a long-term disability due to his inability to perform with or without reasonable accommodation, any reasonable occupation for which he is qualified or may become qualified by virtue of his education, training, or experience and he is eligible for benefits under the Disability Plan as a result of such long-term disability.(n)"EBPC" means the Employee Benefits Plans Committee of the Company or, to the extent necessary or appropriate in view of Sections 16(a) and 16(b) of the Securities Exchange Act of 1934, the Board People Committee.(o)"Eligible Compensation" means remuneration received by a Participant from an Employer while an Eligible Employee, as determined pursuant to the Plan provisions in effect when the remuneration is earned. Eligible Compensation will include base pay, shift differential pay, overtime pay, holiday pay, fire brigade pay, military service pay (but only in an amount equivalent to the amount of the Participant's base pay in effect on the last day worked prior to his military leave), sick leave pay, call-in pay, contract notice of termination pay, commissions, sales awards, gain sharing, and annual incentive pay. Eligible Compensation will exclude amounts attributable to the exercise of stock options; the value of any restricted stock, restricted stock units or other equity granted under any long-term incentive plan maintained by an Employer and any dividends or dividend equivalents payable thereon; amounts paid or reimbursed by an Employer for insurance or other welfare plans or benefits; pay in lieu of vacations; severance payments and other benefits received by a Participant under a severance plan or separation pay plan maintained by an Employer; ad hoc or one-time payments; and any other amounts identified in any applicable Supplement to SIP. Overtime

Definitions from Amended and Restated Agreement

THIS SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PLAINS ALL AMERICAN PIPELINE, L.P. dated as of November 15, 2016, effective on the date hereof, except with respect to Section 6.1(d)(xii), which is effective as of January 1, 2016, is entered into by and among PAA GP LLC, a Delaware limited liability company, as the General Partner, and the additional Persons that are or become Partners of the Partnership as provided herein.

Definitions. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement. 2001 GP Transfer Agreement means the Contribution, Assignment and Amendment Agreement, dated as of June 8, 2001, among the 2001 Predecessor General Partner, the 2007 Predecessor General Partner and Plains All American GP LLC. 2001 Predecessor General Partner means Plains All American Inc., in its capacity as the general partner of the Partnership prior to the transfer of the General Partner Interest to the 2007 Predecessor General Partner pursuant to the 2001 GP Transfer Agreement. 2007 GP Transfer Agreement means the Contribution and Assumption Agreement, dated as of December 28, 2007, by and between the 2007 Predecessor General Partner and the General Partner. 2007 Predecessor General Partner means Plains AAP, in its capacity as the general partner of the Partnership (i) after the transfer of the General Partner Interest by the 2001 Predecessor General Partner pursuant to the 2001 GP Transfer Agreement and (ii) prior to the transfer of the General Partner Interest to the General Partner pursuant to the 2007 GP Transfer Agreement. AAP Common Units means Common Units held by Plains AAP or any Affiliate of Plains AAP. Acquisition means any transaction in which any Group Member acquires (through an asset acquisition, merger, stock acquisition or other form of investment) control over all or a portion of the assets, properties or business of another Person for the purpose of increasing the operating capacity or revenues of the Partnership Group from the operating capacity or revenues of the Partnership Group existing immediately prior to such transaction. Additional Limited Partner means a Person admitted to the Partnership as a Limited Partner pursuant to Section 10.4 and who is shown as such on the books and records of the Partnership. Adjusted Capital Account means the Capital Account maintained for each Partner as of the end of each fiscal year of the Partnership, (a) increased by any amounts that such Partner is obligated to restore under the standards set by Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (or is deemed obligated to restore under Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5)) and (b) decreased by (i) the amount of all losses and deductions that, as of the end of such fiscal year, are reasonably expected to be allocated to such Partner in subsequent years under Sections 704(e)(2) and 706(d) of the Code and Treasury Regulation Section 1.751-1(b)(2)(ii), and (ii) the amount of all distributions that, as of the end of such fiscal year, are reasonably expected to be made to such Partner in subsequent years in accordance with the terms of this Agreement or otherwise to the extent they exceed offsetting increases to such Partners Capital Account that are reasonably expected to occur during (or prior to) the year in which such distributions are reasonably expected to be made (other than increases as a result of a minimum gain chargeback pursuant to Section 6.1(d)(i) or 6.1(d)(ii)). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. The Adjusted Capital Account of a Partner in respect of the General Partner Interest, a Common Unit, a Series A Preferred Unit or any other specified interest in the Partnership shall be the amount which such Adjusted Capital Account would be if the General Partner Interest or such Common Unit, Series A Preferred Unit or other interest in the Partnership were the only interest in the Partnership held by a Partner from and after the date on which the General Partner Interest or such Common Unit, Series A Preferred Unit or other interest was first issued. Adjusted Property means any property the Carrying Value of which has been adjusted pursuant to Section 5.5(d)(i) or 5.5(d)(ii). Once an Adjusted Property is deemed contributed to a new partnership in exchange for an interest in the new partnership, followed by a deemed liquidation of the Partnership for federal income tax purposes upon a termination of the Partnership pursuant to Section 708(b)(1)(B) of the Code, such property shall thereafter constitute a Contributed Property until the Carrying Value of such property is subsequently adjusted pursuant to Section 5.5(d)(i) or 5.5(d)(ii). Affiliate means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term control means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. Agreed Allocation means any allocation, other than a Required Allocation, of an item of incom

Definitions from Amended and Restated Agreement

THIS SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PLAINS ALL AMERICAN PIPELINE, L.P. dated as of November 15, 2016, effective on the date hereof, except with respect to Section 6.1(d)(xii), which is effective as of January 1, 2016, is entered into by and among PAA GP LLC, a Delaware limited liability company, as the General Partner, and the additional Persons that are or become Partners of the Partnership as provided herein.

Definitions. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement. 2001 GP Transfer Agreement means the Contribution, Assignment and Amendment Agreement, dated as of June 8, 2001, among the 2001 Predecessor General Partner, the 2007 Predecessor General Partner and Plains All American GP LLC. 2001 Predecessor General Partner means Plains All American Inc., in its capacity as the general partner of the Partnership prior to the transfer of the General Partner Interest to the 2007 Predecessor General Partner pursuant to the 2001 GP Transfer Agreement. 2007 GP Transfer Agreement means the Contribution and Assumption Agreement, dated as of December 28, 2007, by and between the 2007 Predecessor General Partner and the General Partner. 2007 Predecessor General Partner means Plains AAP, in its capacity as the general partner of the Partnership (i) after the transfer of the General Partner Interest by the 2001 Predecessor General Partner pursuant to the 2001 GP Transfer Agreement and (ii) prior to the transfer of the General Partner Interest to the General Partner pursuant to the 2007 GP Transfer Agreement. AAP Common Units means Common Units held by Plains AAP or any Affiliate of Plains AAP. Acquisition means any transaction in which any Group Member acquires (through an asset acquisition, merger, stock acquisition or other form of investment) control over all or a portion of the assets, properties or business of another Person for the purpose of increasing the operating capacity or revenues of the Partnership Group from the operating capacity or revenues of the Partnership Group existing immediately prior to such transaction. Additional Limited Partner means a Person admitted to the Partnership as a Limited Partner pursuant to Section 10.4 and who is shown as such on the books and records of the Partnership. Adjusted Capital Account means the Capital Account maintained for each Partner as of the end of each fiscal year of the Partnership, (a) increased by any amounts that such Partner is obligated to restore under the standards set by Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (or is deemed obligated to restore under Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5)) and (b) decreased by (i) the amount of all losses and deductions that, as of the end of such fiscal year, are reasonably expected to be allocated to such Partner in subsequent years under Sections 704(e)(2) and 706(d) of the Code and Treasury Regulation Section 1.751-1(b)(2)(ii), and (ii) the amount of all distributions that, as of the end of such fiscal year, are reasonably expected to be made to such Partner in subsequent years in accordance with the terms of this Agreement or otherwise to the extent they exceed offsetting increases to such Partners Capital Account that are reasonably expected to occur during (or prior to) the year in which such distributions are reasonably expected to be made (other than increases as a result of a minimum gain chargeback pursuant to Section 6.1(d)(i) or 6.1(d)(ii)). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. The Adjusted Capital Account of a Partner in respect of the General Partner Interest, a Common Unit, a Series A Preferred Unit or any other specified interest in the Partnership shall be the amount which such Adjusted Capital Account would be if the General Partner Interest or such Common Unit, Series A Preferred Unit or other interest in the Partnership were the only interest in the Partnership held by a Partner from and after the date on which the General Partner Interest or such Common Unit, Series A Preferred Unit or other interest was first issued. Adjusted Property means any property the Carrying Value of which has been adjusted pursuant to Section 5.5(d)(i) or 5.5(d)(ii). Once an Adjusted Property is deemed contributed to a new partnership in exchange for an interest in the new partnership, followed by a deemed liquidation of the Partnership for federal income tax purposes upon a termination of the Partnership pursuant to Section 708(b)(1)(B) of the Code, such property shall thereafter constitute a Contributed Property until the Carrying Value of such property is subsequently adjusted pursuant to Section 5.5(d)(i) or 5.5(d)(ii). Affiliate means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term control means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. Agreed Allocation means any allocation, other than a Required Allocation, of an item of incom

Definitions from Amended and Restated

Definitions. Capitalized terms used in the Subplan but not defined herein shall have the same meanings as defined in the 2007 Plan. In addition to such terms and the terms defined in Section 1 hereof, the following terms used in the Subplan shall have the meaning set forth below.

Definitions from Amended and Restated

Definitions. Capitalized terms used in the Subplan but not defined herein shall have the same meanings as defined in the 2007 Plan. In addition to such terms and the terms defined in Section 1 hereof, the following terms used in the Subplan shall have the meaning set forth below.

DEFINITIONS from Retirement Plan

This Plan applies to benefits that are accrued or vested after December 31, 2004, and is intended to comply with Section 409A of the Internal Revenue Code and the regulations promulgated thereunder. Benefits that were accrued and vested prior to 2005 shall be paid under the Predecessor Plan in accordance with the terms therein, and shall not be subject to any of the terms of this Plan. In no event shall a Participant receive benefits under this Plan and the Predecessor Plan with respect to the same years of service.

DEFINITIONS. Capitalized terms in the text of the Plan are defined as follows:401(k) Earnings means the Participant's "Earnings" taken into account for purposes of determining "Deferrals" under the Savings Plan, with "Earnings" and "Deferrals" having the meanings set forth in the Savings Plan.Administrator means the Compensation and Executive Personnel Committee of the Board of Directors of EIX.Affiliate means EIX or any corporation or entity which (i) along with EIX, is a component member of a "controlled group of corporations" within the meaning of Section 414(b) of the Code, and (ii) has approved the participation of its Executives in the Plan.Beneficiary means the person or persons or entity designated as such in accordance with Article 6 of the Plan.Benefit Feature means one of the levels of benefit under the Plan as described in Section 3.2(a).Board means the Board of Directors of EIX.Bonus means the dollar amount of bonus (if any) awarded by the Employer to the Participant pursuant to the terms of the Executive Incentive Compensation Plan, the 2007 Performance Incentive Plan, or a successor plan governing annual executive bonuses.

Definitions from Equity Purchase Agreement

This EQUITY PURCHASE AGREEMENT (this "Agreement") is entered into as of August 27, 2016 (the "Execution Date"), by and among Delek US Holdings, Inc., a Delaware corporation ("Seller"), Copec Inc., a Delaware corporation ("Buyer") and Compania de Petroleos de Chile COPEC S.A, a Chilean corporation ("Buyer Guarantor" and, collectively with Buyer, the "Buyer Parties"). Buyer, Buyer Guarantor and Seller may be referred to herein individually as a "Party," and collectively as the "Parties."

Definitions. As used in this Agreement (including in the preamble and recitals), the following terms, when capitalized, shall have the following meanings:"2016 Budget" means the budget of the Acquired Entities for the 2016 fiscal year, as approved by the respective governing bodies of the Acquired Entities."2016 Capital Spending Forecast" means the forecast of the Acquired Entities capital spending for the 2016 fiscal year, as set forth on Section 1.1(a) of the Seller Disclosure Schedules."Acquired Corporations" has the meaning given such term in Section 4.14(a)."Acquired Entities" means MAPCO Express, Inc., MAPCO Fleet, Inc., Delek Transportation, LLC, GDK Bear Paw, LLC and NTI Investments LLC and each of their respective Subsidiaries."Acquired Entity Balances" has the meaning given such term in Section 4.5(a)(ii). "Acquired Entity Intellectual Property" means all Owned Intellectual Property and all Intellectual Property licensed from third parties by any Acquired Entity that is used or held for use in connection with the Business as of the Execution Date. Page 1 of 69 Equity Purchase Agreement"Acquired Interests" has the meaning given such term in the recitals to this Agreement."Acquired LLCs" has the meaning given such term in Section 4.14(b)."Adjustment Amount" has the meaning given such term in Section 2.5(c)."Affiliate" means, as to any specified Person, any other Person that, directly or indirectly through one or more intermediaries or otherwise, controls, is controlled by or is under common control with the specified Person. For purposes of this definition, "control" of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether by contract or otherwise."Agreement" has the meaning given such term in the preamble to this Agreement and includes all Exhibits and Schedules attached hereto or delivered pursuant hereto."Allocated Store Amount" means (a) $3,700,000 with respect to convenience store #3410 and (b) $2,300,000 with respect to convenience store #3307."Alon" means Alon USA Energy, Inc."Arbiter" has the meaning given such term in Section 2.5(b)."Audit" has the meaning given such term in Section 7.4(a)."Audited MAPCO Financial Statements" has the meaning given such term in Section 4.5(a)(i). "Authorization" means any permit, license, authorization, registration or other consent or approval granted or issued by any Governmental Authority."BABC" has the meaning given such term in Section 12.15."Bear Paw Interests" has the meaning given such term in the recitals to this Agreement."Benefit Plan" means any "employee benefit plan" (as such term is defined in Section 3(3) of ERISA), and any other pension, profit sharing, 401(k), severance, welfare, disability, deferred compensation, stock option, restricted stock units, equity-based compensation, employment, consulting, change-in-control, retention, fringe benefit, bonus, incentive or any other employee benefit agreement, program, policy or other arrangement (x) that is contributed to, maintained, sponsored or entered into by Seller, the Acquired Entities or any of their ERISA Affiliates, for the benefit of any current or former employee, director or independent contractor of the Acquired Entities or (y) under which the Acquired Entities has any Liability, excluding any plan that is sponsored, maintained or administered by any Governmental Authority."Business" means the business of the Acquired Entities as of the Execution Date."Business Day" means any day other than Saturday, Sunday or a day on which banks located in the State of Tennessee are generally authorized or obligated to close."Buyer" has the meaning given such term in the preamble to this Agreement."Buyer DC Plan" has the meaning given such term in Section 9.3(f). Page 2 of 69 Equity Purchase Agreement"Buyer Disclosure Schedules" means all the Schedules delivered by the Buyer Parties to Seller on the Execution Date. "Buyer Financial Statements" has the meaning given such term in Section 5.6(a)."Buyer Fundamental Representations and Warranties" has the meaning given such term in Section 11.1(b)."Buyer Guarantor" has the meaning given such term in the preamble to this Agreement."Buyer Indemnitees" means each Buyer Party and each of their respective past or present Affiliates, officers, directors, employees, advisors and other representatives."Buyer Material Adverse Effect" means a material adverse effect on the ability of Buyer to consummate the Contemplated Transactions."Buyer Parties" has the meaning given such term in the preamble to this Agreement."Cap" means an amount equal to 15% of the Purchase Price."Carve Out Store" means (i) Convenience Store #3410 if the Required Store Consent for such store has not been obtained on or prior to Closing, and (ii) Convenience Store #3307 if the Required Store Consent for such store has not been obtained on or prior to Closing. "Carve Out Stores" means collectively each and

Definitions from Additional Agreement

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of July 30, 2016, among SolarCity Corporation, a Delaware corporation (the Company), Tesla Motors, Inc., a Delaware corporation (Parent), and D Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub).

Definitions. For purposes of this Agreement: Acquired Entity means the Company, each of the Companys subsidiaries and each of the System Financing Entities. Affiliate of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person. Aggregation Facility means that certain Loan Agreement, dated as of May 4, 2015, among Megalodon Solar, LLC, as borrower, the Company, as limited guarantor, each other loan party from time to time party thereto, each of the conduit lenders from time to time party thereto, each of the committed lenders from time to time party thereto, each of the group agents from time to time party thereto and Bank of America, N.A., as collateral agent and administrative agent, as amended, supplemented or otherwise modified from time to time, together with any other documents, agreements or instruments entered into in connection with the foregoing. Applicable Time means the actual time of day at which the applicable Company Notice or Parent Notice was received by Parent or the Company, as applicable (e.g., if the applicable notice was received at 4:00 p.m. on the day on which it was received, then the Applicable Time on any subsequent day shall be 4:00 p.m.). Business Day means any day other than (a) a Saturday or a Sunday or (b) a day on which banking and savings and loan institutions are authorized or required by Law to be closed in New York City, New York or Palo Alto, California. Capped Call Transactions means, collectively, the capped call transactions governed by (i) the Confirmation between Goldman, Sachs & Co. and the Company, dated as of September 24, 2014, ref. no. SDB2502321138, (ii) the Confirmation between Goldman, Sachs & Co. and the Company, dated as of October 8, 2014, ref. no. SDB2502336618, (iii) the Confirmation among Deutsche Bank AG, London Branch Deutsche Bank Securities, Inc., as agent, and the Company, dated as of September 24, 2014, ref. no. 600693, (iv) the Confirmation among Deutsche Bank AG, London Branch Deutsche Bank Securities, Inc., as agent, and the Company, dated as of October 8, 2014, ref. no. 602735, (v) the Confirmation between Bank of America, N.A. and the Company, dated as of September 24, 2014, ref. no. 148554466 and (vi) the Confirmation between Bank of America, N.A. and the Company, dated as of October 8, 2014, ref. no. 148581387. Code means the Internal Revenue Code of 1986, as amended. Company Benefit Plan means each employee pension benefit plan (as defined in Section 3(2) of ERISA), each employee welfare benefit plan (as defined in Section 3(1) of ERISA), in each case, whether or not subject to ERISA, and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, change in control, disability, vacation, death benefit, hospitalization, medical or other plans, policies, programs, agreements or arrangements providing, or designed to provide, benefits to any current or former directors, officers, employees or individual consultants of the Company or any Company Subsidiary that is sponsored or maintained by the Company or any Company Subsidiary or to which the Company or any Company Subsidiary contributes or is required to contribute, excluding, in each case, any Multiemployer Plan. Company Equity Award means, collectively, the Company Stock Options and the Company RSU Awards. Company ESPP means the Companys 2012 Employee Stock Purchase Plan. Company Net Working Capital Balance means the aggregate dollar amount of Payables outstanding on the Closing Date in excess of the aggregate dollar amount of Payables outstanding on May 31, 2016. Company Material Adverse Effect with respect to the Company means any fact, circumstance, effect, change, event or development that, individually or in the aggregate, (a) prevents, materially impedes or materially delays the ability of the Company to consummate the Transactions or (b) materially adversely affects the business, properties, financial condition or results of operations of the Company and the Company Subsidiaries and System Financing Entities, taken as a whole; provided, however, that none of the following, nor any fact, circumstance, effect, change, event or development to the extent arising out of or relating to the following, shall constitute or be taken into account in determining whether a Company Material Adverse Effect has occurred or may, would or could occur under the foregoing clause (b) only: (i) changes or conditions generally affecting the industries in which the Company or any of the Company Subsidiaries or System Financing Entities operate in the regions in which they operate, except to the extent such fact, circumstance, effect, change, event or development has a materially disproportionate effect on the Company and the Company Subsidiaries and System Financing Entities, taken as a whole, relative

Definitions from Additional Agreement

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of July 30, 2016, among SolarCity Corporation, a Delaware corporation (the Company), Tesla Motors, Inc., a Delaware corporation (Parent), and D Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub).

Definitions. For purposes of this Agreement: Acquired Entity means the Company, each of the Companys subsidiaries and each of the System Financing Entities. Affiliate of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person. Aggregation Facility means that certain Loan Agreement, dated as of May 4, 2015, among Megalodon Solar, LLC, as borrower, the Company, as limited guarantor, each other loan party from time to time party thereto, each of the conduit lenders from time to time party thereto, each of the committed lenders from time to time party thereto, each of the group agents from time to time party thereto and Bank of America, N.A., as collateral agent and administrative agent, as amended, supplemented or otherwise modified from time to time, together with any other documents, agreements or instruments entered into in connection with the foregoing. Applicable Time means the actual time of day at which the applicable Company Notice or Parent Notice was received by Parent or the Company, as applicable (e.g., if the applicable notice was received at 4:00 p.m. on the day on which it was received, then the Applicable Time on any subsequent day shall be 4:00 p.m.). Business Day means any day other than (a) a Saturday or a Sunday or (b) a day on which banking and savings and loan institutions are authorized or required by Law to be closed in New York City, New York or Palo Alto, California. Capped Call Transactions means, collectively, the capped call transactions governed by (i) the Confirmation between Goldman, Sachs & Co. and the Company, dated as of September 24, 2014, ref. no. SDB2502321138, (ii) the Confirmation between Goldman, Sachs & Co. and the Company, dated as of October 8, 2014, ref. no. SDB2502336618, (iii) the Confirmation among Deutsche Bank AG, London Branch Deutsche Bank Securities, Inc., as agent, and the Company, dated as of September 24, 2014, ref. no. 600693, (iv) the Confirmation among Deutsche Bank AG, London Branch Deutsche Bank Securities, Inc., as agent, and the Company, dated as of October 8, 2014, ref. no. 602735, (v) the Confirmation between Bank of America, N.A. and the Company, dated as of September 24, 2014, ref. no. 148554466 and (vi) the Confirmation between Bank of America, N.A. and the Company, dated as of October 8, 2014, ref. no. 148581387. Code means the Internal Revenue Code of 1986, as amended. Company Benefit Plan means each employee pension benefit plan (as defined in Section 3(2) of ERISA), each employee welfare benefit plan (as defined in Section 3(1) of ERISA), in each case, whether or not subject to ERISA, and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, change in control, disability, vacation, death benefit, hospitalization, medical or other plans, policies, programs, agreements or arrangements providing, or designed to provide, benefits to any current or former directors, officers, employees or individual consultants of the Company or any Company Subsidiary that is sponsored or maintained by the Company or any Company Subsidiary or to which the Company or any Company Subsidiary contributes or is required to contribute, excluding, in each case, any Multiemployer Plan. Company Equity Award means, collectively, the Company Stock Options and the Company RSU Awards. Company ESPP means the Companys 2012 Employee Stock Purchase Plan. Company Net Working Capital Balance means the aggregate dollar amount of Payables outstanding on the Closing Date in excess of the aggregate dollar amount of Payables outstanding on May 31, 2016. Company Material Adverse Effect with respect to the Company means any fact, circumstance, effect, change, event or development that, individually or in the aggregate, (a) prevents, materially impedes or materially delays the ability of the Company to consummate the Transactions or (b) materially adversely affects the business, properties, financial condition or results of operations of the Company and the Company Subsidiaries and System Financing Entities, taken as a whole; provided, however, that none of the following, nor any fact, circumstance, effect, change, event or development to the extent arising out of or relating to the following, shall constitute or be taken into account in determining whether a Company Material Adverse Effect has occurred or may, would or could occur under the foregoing clause (b) only: (i) changes or conditions generally affecting the industries in which the Company or any of the Company Subsidiaries or System Financing Entities operate in the regions in which they operate, except to the extent such fact, circumstance, effect, change, event or development has a materially disproportionate effect on the Company and the Company Subsidiaries and System Financing Entities, taken as a whole, relative