Canada Uses in Definitions Clause

Definitions from Long Term Incentive Plan

Definitions. For the purposes of this 2013 Plan and related documents, the following definitions apply: 2013 Plan means this 2013 Long Term Incentive Plan, as amended from time to time. Act means the Canada Business Corporations Act, as amended. Appreciation Unit means an appreciation unit granted to a Grantee pursuant to Section 7 of this 2013 Plan. AU Account means the account established on the books of the Company in respect of a Grantee pursuant to Section 7(a) of this 2013 Plan. AU Value with respect to any exercise of a Appreciation Unit means the positive difference between the average of the Fair Market Value of a Share for the five Business Days up to and including the Exercise Date less the Base Price for the Appreciation Unit being exercised. Award means the grant to a Grantee of a specified number of Appreciation Units subject to the terms of this 2013 Plan. Award Agreement means the 2013 Long Term Incentive Plan Award Agreement or other written agreement between MDA and a Grantee that evidences and sets out the terms and conditions of an Award. Base Price for an Appreciation Unit means the Fair Market Value of a Share on the Date of Grant, less the dollar value of any extraordinary dividend paid by MDA on the Shares. For the purposes hereof an extraordinary dividend shall not include any regular dividend of MDA. Black-Out Period means the period during which a restriction is imposed by the Company on all or any of its directors, officers, insiders or persons in a special relationship whereby they are to refrain from trading in the Companys securities until the restriction has been lifted by the Company. Board means the Board of Directors of the Company. Business Day means a day on which both the Stock Exchange and banks in Vancouver, British Columbia are open for business. Committee means a committee of the Board designated from time to time by resolution of the Board, which committee shall consist of no fewer than two members of the Board, none of whom shall be an officer or other salaried employee of any Participating Company. Company or MDA means MacDonald, Dettwiler and Associates Ltd., a corporation governed by the laws of Canada or any successor thereof. Date of Grant means the day on which an Award is made under this 2013 Plan. Deductions has the meaning set forth in Section 7(d) of this 2013 Plan. Employee with respect to a Participating Company means an individual who is considered an employee of the Participating Company as defined under the Income Tax Act, (Canada) as amended, or the applicable taxation legislation in the jurisdiction of the Participating Company. Exercise Date means the date on which the Company has received Notice from the Grantee of the exercise of any Appreciation Unit. Fair Market Value of a Share means the closing sale price of the Shares on the Stock Exchange, or, if that measure of price is not available, in a national market system for securities on the date or dates as provided hereunder. In the event that the Shares are not listed on any such market or national securities or stock exchange, a valuation of the fair market value of a Share on such date shall be made by the Board in its sole discretion. Grantee means an Employee who receives an Award or holds an Appreciation Unit under this 2013 Plan. Initial Appreciation Unit means the Appreciation Unit awarded with a Date of Grant of December 1, 2012. Insider means:

Definitions from Long Term Incentive Plan

Definitions. For the purposes of this 2015 Plan and related documents, the following definitions apply: 2015 Plan means this 2015 Long Term Incentive Plan, as amended from time to time. Act means the Canada Business Corporations Act, as amended. Appreciation Unit means an appreciation unit granted to a Grantee pursuant to Section 6 of this 2015 Plan, comprising the rights granted to a Grantee under this 2015 Plan including the right of certain Grantees to acquire Shares as set forth in Award Agreements entered into as contemplated hereunder subject to terms and conditions of this 2015 Plan. AU Account means the account established on the books of the Company in respect of a Grantee pursuant to Section 7(a) of this 2015 Plan. AU Value with respect to any exercise of a Appreciation Unit means the positive difference between the average of the Fair Market Value of a Share for the five Business Days up to and including the date on which Notice of exercise is received by the Company less the Base Price for the Appreciation Unit being exercised. Award means the grant to a Grantee of a specified number of Appreciation Units subject to the terms of this 2015 Plan. Award Agreement means the 2015 Long Term Incentive Plan Award Agreement or other written agreement between MDA and a Grantee that evidences and sets out the terms and conditions of an Award. Base Price for an Appreciation Unit means the Fair Market Value of a Share on the Date of Grant. Black-Out Period means the period during which a restriction is imposed by the Company on all or any of its directors, officers, insiders or persons in a special relationship whereby they are to refrain from trading in the Companys securities until the restriction has been lifted by the Company. Board means the Board of Directors of the Company. Business Day means a day on which the Stock Exchange and on which the banks in Vancouver, British Columbia are open for business. Cancellation Notice has the meaning as set forth in Section 23(b) of this 2015 Plan. Cash-Out Amount has the meaning as set forth in Section 7(d) of this 2015 Plan. Cash-Out Rights has the meaning set forth in Section 7(d) of this 2015 Plan. Code means the United States Internal Revenue Code of 1986, as amended from time to time. Committee means a committee of the Board designated from time to time by resolution of the Board, which committee shall consist of no fewer than two members of the Board, none of whom shall be an officer or other salaried employee of any Participating Company. Company or MDA means MacDonald, Dettwiler and Associates Ltd., a corporation governed by the laws of Canada or any successor thereof. Consideration Reduction has the meaning as set forth in Section 23(a) of this 2015 Plan. Date of Grant means the day on which an Award is made by the Company under this 2015 Plan. Deductions has the meaning set forth in Section 7(d) of this 2015 Plan. Employee with respect to a Participating Company means an individual who is considered an employee of the Participating Company as defined under the Tax Act or the applicable legislation in the jurisdiction of the Participating Company. Exercise Date means the date on which the Company has received Notice from the Grantee of the Grantees exercise of any Appreciation Unit. Exercise Notice has the meaning as set forth in Section 23(b) of this 2015 Plan. Fair Market Value of a Share means the closing sale price of the Shares on the Stock Exchange, or, if that measure of price is not available, in a national market system for securities on the date or dates as provided hereunder. In the event that the Shares are not listed on any such market or national securities or stock exchange, a valuation of the fair market value of a Share on such date shall be made by the Board in its sole discretion. Grantee means an Employee who receives an Award or holds an Appreciation Unit under this 2015 Plan. Initial Appreciation Unit means the Appreciation Unit awarded with a Date of Grant of December 8, 2014. Insider means:

Definitions from Contribution Agreement

THIS CONTRIBUTION AGREEMENT (this Agreement), dated as of November 29, 2016, among Allied Completions Holdings, LLC, a Delaware limited liability company (Partner), Baker Hughes Oilfield Operations, Inc., a California corporation (Baker Hughes), BJ Services, LLC, Delaware limited liability company (the Company), and, solely for the purposes of Sections 2.07, 2.12(b), 2.15, 2.17(a), 2.17(b), 4.18, 10.01 and 10.02 and Article 13, Allied Energy JV Contribution, LLC, a Delaware limited liability company (Investor JV).

Definitions. a) As used herein, the following terms have the following meanings: Action means any action, suit, investigation, claim or proceeding, in each case by or before any arbitrator or Governmental Authority. Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such other Person. For purposes of this definition, control when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms controlling and controlled have correlative meanings. For purposes of this Agreement, (i) neither Baker Hughes nor any of its Affiliates nor Partner nor any of its Affiliates shall be deemed to be an Affiliate of the other or of the Company, (ii) no Person (or any of its Affiliates) holding a direct or indirect minority investment in the Company shall be deemed to be an Affiliate of the Company or Partner or any of its Affiliates solely by virtue of such minority investment and (iii) no pooled investment vehicles, funds, managed accounts or other clients (nor any of the portfolio companies in which such entities directly or indirectly hold investments) shall be deemed to be an Affiliate of Partner solely because CSL Capital Management, LLC or any of its Affiliates or Goldman, Sachs & Co. or any of its Affiliates provides investment advice to such clients or otherwise serve such clients in a fiduciary capacity, except in the case of clause (iii), if such Person is engaged in the Partner Contributed Business or involved in the operation of the Partner Contributed Business. Ancillary Agreements means the Transition Services Agreement, the Intellectual Property License Agreement, the Pre-Closing LLC Agreement, the Post-Closing LLC Agreement, the Baker Hughes Employee Services Agreement, the Partner Employee Services Agreement, the Assignment and Assumption Agreement and the Canadian Assignment and Assumption Agreement. Applicable Law means, with respect to any Person, any transnational, domestic or foreign federal, state, provincial or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise. Applicable Transfer Date means (a) with respect to a Baker Hughes Business Employee who receives a Baker Hughes Qualifying Offer, the date on which that Baker Hughes Business Employee becomes employed by the Company and ceases to provide any such employees services to the Company pursuant to the Baker Hughes Employee Services Agreement, and (b) with respect to a Partner Business Employee who receives a Partner Qualifying Offer, the date on which such employee becomes employed by the Company. Baker Hughes Balance Sheet means the balance sheet of the Baker Hughes Contributed Business as of the Baker Hughes Balance Sheet Date. Baker Hughes Balance Sheet Date means September 30, 2016. Baker Hughes Basket means $8,490,000. Baker Hughes Business Employee shall mean any individual employed by Baker Hughes or any of its Affiliates who devotes a majority of his or her working time to performing services on behalf of the Baker Hughes Contributed Business. Baker Hughes Canadian Transferred Assets means assets owned by BHCC that either are (i) of the type described by any of clauses (a) through (o) of Section 2.02, applied mutatis mutandis, or (ii) set forth on Section 1.01(a)(ii) of the Baker Hughes Disclosure Schedule under the heading Baker Hughes Canadian Transferred Assets and, in each case, which are (A) located in Canada and/or (B) used or held in, eligible capital property in respect of, or property described in an inventory of, a business carried on in Canada. Baker Hughes Canadian Transferred Liabilities means all debts, obligations and liabilities of BHCC (or any predecessor of BHCC or any prior owner of all or part of its businesses and assets) of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise and whether arising before, on or after the Closing) to the extent relating to or arising out of (x) the Baker Hughes Canadian Transferred Assets or (y) the conduct of the Baker Hughes Contributed Business to the extent relating to the Baker Hughes Canadian Transferred Assets, including liabilities of the type described in any of clauses (a) through (f) of Section 2.04, but excluding any Excluded Baker Hughes Liabilities. Baker Hughes Cap means $70,750,000. Baker Hughes Contributed Environmental Liabilities means the Baker Hughes Specified Environmental Liabilities and any and all liabilities, obligations or commitments to the extent arising in connection with or in any

Definitions from Intellectual Property License Agreement

This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this Agreement), dated as of December 30, 2016 (the Closing Date), is entered into by and among BJ Services, LLC, a Delaware limited liability company (the Company), and Baker Hughes Incorporated, a Delaware corporation, on behalf of itself and its Subsidiaries (Baker Hughes). Company and Baker Hughes each may be referred to herein individually as a Party and collectively as the Parties.

Definitions. a) Capitalized terms used but not defined in this Agreement have the respective meanings assigned to such terms in the Contribution Agreement. For purposes of this Agreement, the following initially capitalized terms shall have the following meanings: Baker Hughes Licensed Technology means the Baker Hughes Patents and Baker Hughes Know-How. Baker Hughes Patents means the Patents listed on Schedule A (including, for the avoidance of doubt, any patents issuing after the Closing Date from any applications, reissues, divisions, continuations, continuation-in-part, extensions or reexaminations thereof) and any other Patent filed within twelve (12) months after the Closing Date by Baker Hughes or any of itsSubsidiaries which is derived from or otherwise based upon any of the Baker Hughes Know- How or the Company Know-How. Notwithstanding the foregoing, for the avoidance of doubt, in no event shall the Baker Hughes Patents include any of the Contributed Patents or any Patent in any jurisdiction outside of the Territory. Baker Hughes Know-How means, except as set forth on Schedule B of this Agreement, technical information and know-how (including any and all formulae, procedures, processes, methods, designs, know-how, show-how, trade secrets, inventions (whether or not patentable and whether or not reduced to practice), discoveries, computer software set forth on Schedule C of this Agreement (including source code and object code except as otherwise set forth on Schedule C), equipment operating systems, firmware, specifications prototypes, designs (including equipment design files, computer-aided design files, and related documentation), techniques, methods, ideas, concepts, data, research and development information, lab books, engineering and manufacturing information, manufacturing processes, sourcing information, quality control and testing procedures, testing data, electronic control circuits, specifications, diagrams, drawings, schematics, blueprints and parts lists and other proprietary information, rights and works of authorship (whether or not reduced to writing), copyrights, confidential information, licenses and similar proprietary rights in discoveries, analytic models, improvements, techniques, devices, patterns, formulations and specifications, copies and tangible embodiments of any of the foregoing (in whatever form or media)) and other tangible and intangible proprietary information, data, or material, in each case which are Licensable by Baker Hughes or any of its Subsidiaries as of the Closing Date but solely to the extent the foregoing constitute part of the Contributed Business immediately prior to the Closing Date or constituted part of the Contributed Business at any time in the eighteen (18) months prior thereto (including in each case to the extent relating to developments or work in process not yet commercialized as of the Closing Date); provided that the fact that the foregoing were not contributed by Baker Hughes to the Company under the Contribution Agreement shall not be deemed or alleged to mean that any of the foregoing did not constitute part of the Contributed Business. Company Business means the business of the Company, comprising the Contributed Business and the Partner Contributed Business. Company Know-How means, except as set forth on Schedule D of this Agreement, technical information and know-how (including any and all formulae, recipes, procedures, processes, methods, designs, know-how, show-how, trade secrets, inventions (whether or not patentable and whether or not reduced to practice), discoveries, computer software (including source code, object code, equipment operating systems, firmware, and specifications), prototypes, designs (including equipment design files, computer-aided design files, and related documentation), techniques, methods, ideas, concepts, data, research and development information, lab books, engineering and manufacturing information, manufacturing processes, sourcing information, quality control and testing procedures, testing data, electronic control circuits, specifications, diagrams, drawings, schematics, blueprints and parts lists and other proprietary information, rights and works of authorship (whether or not reduced to writing), copyrights, confidential information, licenses and similar proprietary rights in discoveries, analytic models, improvements, techniques, devices, patterns, formulations and specifications, copies and tangible embodiments of any of the foregoing (in whatever form or media)) and other tangible and intangible proprietary information, data, or material, in each case which are Licensable by Company or any of its Subsidiaries as of the Closing Date but solely to the extent the foregoing constitute part of the Partner Contributed Business immediately prior to the Closing Date or constituted part of the Partner Contributed Business at any time in the eighteen (18) months prior thereto (including in each case to the extent relat

Definitions

Definitions. For the purposes of this Plan and related documents, the following definitions apply: Act means the Canada Business Corporations Act, as amended. Affiliate has the meaning specified in the Act. Annual Retainer means the annual retainer paid by the Company to the Directors for being directors of the Company; including the annual retainer paid to the Chair, but not including any annual retainer paid to any Director for acting as chair of any committee of the Board. Board means the Board of Directors of the Company. Committee means a committee of the Board designated from time to time by resolution of the Board, which committee shall consist of no fewer than two members of the Board. Company or MDA means MacDonald, Dettwiler and Associates Ltd., a corporation governed by the laws of Canada or any successor thereof. Director means a Person who is a member of the Board. DSU means a deferred share unit issued to a Participant under the Plan. DSU Bank means the accumulated entitlement to all DSUs that have been issued to a Participant pursuant to this Plan. Effective Date means October 1, 2003. Eligible Director means

Definitions from Long Term Incentive Plan

Definitions. For the purposes of this 2016 Plan and related documents, the following definitions apply: 2016 Plan means this 2016 Long Term Incentive Plan, as amended from time to time. Act means the Canada Business Corporations Act, as amended. Appreciation Unit means an appreciation unit granted to a Grantee pursuant to Section 6 of this 2016 Plan, comprising the rights granted to a Grantee under this 2016 Plan including the right of certain Grantees to acquire Shares as set forth in Award Agreements entered into as contemplated hereunder subject to terms and conditions of this 2016 Plan. AU Account means the account established on the books of the Company in respect of a Grantee pursuant to Section 7(a) of this 2016 Plan. AU Value with respect to any exercise of a Appreciation Unit means the positive difference between the average of the Fair Market Value of a Share for the five Business Days up to and including the date on which Notice of exercise is received by the Company less the Base Price for the Appreciation Unit being exercised. Award means the grant to a Grantee of a specified number of Appreciation Units subject to the terms of this 2016 Plan. Award Agreement means the 2016 Long Term Incentive Plan Award Agreement or other written agreement between MDA and a Grantee that evidences and sets out the terms and conditions of an Award. Base Price for an Appreciation Unit means the Fair Market Value of a Share on the Date of Grant. Black-Out Period means the period during which a restriction is imposed by the Company on all or any of its directors, officers, insiders or persons in a special relationship whereby they are to refrain from trading in the Companys securities until the restriction has been lifted by the Company. Board means the Board of Directors of the Company. Business Day means a day on which the Stock Exchange and on which the banks in Vancouver, British Columbia are open for business. Cancellation Notice has the meaning as set forth in Section 23(b) of this 2016 Plan. Cash-Out Amount has the meaning as set forth in Section 7(d) of this 2016 Plan. Cash-Out Rights has the meaning set forth in Section 7(d) of this 2016 Plan. Code means the United States Internal Revenue Code of 1986, as amended from time to time. Committee means a committee of the Board designated from time to time by resolution of the Board, which committee shall consist of no fewer than two members of the Board, none of whom shall be an officer or other salaried employee of any Participating Company. Company or MDA means MacDonald, Dettwiler and Associates Ltd., a corporation governed by the laws of Canada or any successor thereof. Consideration Reduction has the meaning as set forth in Section 23(a) of this 2016 Plan. Date of Grant means the day on which an Award is made by the Company under this 2016 Plan. Deductions has the meaning set forth in Section 7(d) of this 2016 Plan. Disability Termination Date has the meaning set forth in Section 10(e) of this 2016 Plan. Employee with respect to a Participating Company means an individual who is considered an employee of the Participating Company as defined under the Tax Act or the applicable legislation in the jurisdiction of the Participating Company. Exercise Date means the date on which the Company has received Notice from the Grantee of the Grantees exercise of any Appreciation Unit. Exercise Notice has the meaning as set forth in Section 23(b) of this 2016 Plan. Fair Market Value of a Share means the closing sale price of the Shares on the Stock Exchange, or, if that measure of price is not available, in a national market system for securities on the date or dates as provided hereunder. In the event that the Shares are not listed on any such market or national securities or stock exchange, a valuation of the fair market value of a Share on such date shall be made by the Board in its sole discretion. Grantee means an Employee who receives an Award or holds an Appreciation Unit under this 2016 Plan. Initial Appreciation Unit means the Appreciation Unit awarded with a Date of Grant of December 1, 2015. Insider means:

Definitions from Long Term Incentive Plan

Definitions. For the purposes of this 2014 Plan and related documents, the following definitions apply: 2014 Plan means this 2014 Long Term Incentive Plan, as amended from time to time. Act means the Canada Business Corporations Act, as amended. Appreciation Unit means an appreciation unit granted to a Grantee pursuant to Section 6 of this 2014 Plan, comprising the rights granted to a Grantee under this 2014 Plan including the right of certain Grantees to acquire Shares as set forth in Award Agreements entered into as contemplated hereunder subject to terms and conditions of this 2014 Plan. AU Account means the account established on the books of the Company in respect of a Grantee pursuant to Section 7(a) of this 2014 Plan. AU Value with respect to any exercise of a Appreciation Unit means the positive difference between the average of the Fair Market Value of a Share for the five Business Days up to and including the date on which Notice of exercise is received by the Company less the Base Price for the Appreciation Unit being exercised. Award means the grant to a Grantee of a specified number of Appreciation Units subject to the terms of this 2014 Plan. Award Agreement means the 2014 Long Term Incentive Plan Award Agreement or other written agreement between MDA and a Grantee that evidences and sets out the terms and conditions of an Award. Base Price for an Appreciation Unit means the Fair Market Value of a Share on the Date of Grant. Black-Out Period means the period during which a restriction is imposed by the Company on all or any of its directors, officers, insiders or persons in a special relationship whereby they are to refrain from trading in the Companys securities until the restriction has been lifted by the Company. Board means the Board of Directors of the Company. Business Day means a day on which the Stock Exchange and on which the banks in Vancouver, British Columbia are open for business. Cancellation Notice has the meaning as set forth in Section 23(b) of this 2014 Plan. Cash-Out Amount has the meaning as set forth in Section 7(d) of this 2014 Plan. Cash-Out Rights has the meaning set forth in Section 7(d) of this 2014 Plan. Code means the United States Internal Revenue Code of 1986, as amended from time to time. Committee means a committee of the Board designated from time to time by resolution of the Board, which committee shall consist of no fewer than two members of the Board, none of whom shall be an officer or other salaried employee of any Participating Company. Company or MDA means MacDonald, Dettwiler and Associates Ltd., a corporation governed by the laws of Canada or any successor thereof. Consideration Reduction has the meaning as set forth in Section 23(a) of this 2014 Plan. Date of Grant means the day on which an Award is made by the Company under this 2014 Plan. Deductions has the meaning set forth in Section 7(d) of this 2014 Plan. Employee with respect to a Participating Company means an individual who is considered an employee of the Participating Company as defined under the Tax Act or the applicable legislation in the jurisdiction of the Participating Company. Exercise Date means the date on which the Company has received Notice from the Grantee of the Grantees exercise of any Appreciation Unit. Exercise Notice has the meaning as set forth in Section 23(b) of this 2014 Plan. Fair Market Value of a Share means the closing sale price of the Shares on the Stock Exchange, or, if that measure of price is not available, in a national market system for securities on the date or dates as provided hereunder. In the event that the Shares are not listed on any such market or national securities or stock exchange, a valuation of the fair market value of a Share on such date shall be made by the Board in its sole discretion. Grantee means an Employee who receives an Award or holds an Appreciation Unit under this 2014 Plan. Initial Appreciation Unit means the Appreciation Unit awarded with a Date of Grant of December 2, 2013. Insider means:

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement), dated as of July 6, 2017, for the purchase and sale of all of the outstanding shares of Pacific Foods of Oregon, Inc., an Oregon corporation (the Company), is entered into by and among the Company, the shareholders of the Company set forth on Schedule 2.01 (each a Shareholder and collectively, the Shareholders), PFO Shareholders Corp., an Oregon corporation and Affiliate of the Company (the Seller), Campbell Investment Company, a Delaware corporation (Buyer), and Charles W. Eggert, an individual in his capacity as the Shareholder Representative.

Definitions. The following terms have the meanings specified or referred to in this Article I: Advancements has the meaning set forth in Section 9.03(a)(ii). Affiliate of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term control (including the terms controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Affiliated Leases has the meaning set forth in Section 4.09(f). Affiliated Subleases has the meaning set forth in Section 4.09(f). Agreement has the meaning set forth in the preamble. Arbitrator has the meaning set forth in Section 2.05(c). Audited Financial Statements has the meaning set forth in Section 4.05(a). Balance Sheet has the meaning set forth in Section 4.05(a). Balance Sheet Date has the meaning set forth in Section 4.05(a). Benefit Plan has the meaning set forth in Section 4.19(a). Business means the marketing, sale, distribution, or production in or for import into the United States or Canada of wet soup, wet broth, non-dairy beverages, wet gravies, or any other products of the kind sold by the Company in the United States or Canada, including products that are listed on the Companys product development list maintained by its marketing department, as of the date of this Agreement. Business Day means any day except Saturday, Sunday or any other day on which commercial banks located in New York, NY are authorized or required by Law to be closed for business. Buyer has the meaning set forth in the preamble. Cash means cash and cash equivalents on hand or in the bank accounts of the Company (reduced by outstanding checks and drafts and cash overdrafts, and increased by deposits in transit) (calculated in accordance with GAAP). CERCLA means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. SSSS 9601 et seq. CIM means the Companys Confidential Information Memorandum received by Buyer. Closing has the meaning set forth in Section 2.04. Closing Cash means the aggregate amount of Cash of the Company outstanding as of the Closing Date, determined immediately prior to giving effect to the Closing. Closing Date has the meaning set forth in Section 2.04. Closing Indebtedness means the aggregate amount of all Indebtedness of the Company outstanding as of the Closing Date, determined immediately prior to giving effect to the Closing. Closing Payment has the meaning set forth in Section 2.02. Closing Working Capital means (a) the current amounts applicable to those line items shown on the Balance Sheet (excluding Cash) constituting current assets of the Company, less (b) the current amounts applicable to those line items shown on the Balance Sheet constituting current liabilities of the Company (expressly excluding Indebtedness), in each case as of the close of business on the Closing Date. Closing Working Capital shall exclude (i) deferred Tax items; (ii) any liabilities for accruals or reserves established under GAAP that require the accrual for contingent or uncertain tax positions; and (iii) Indebtedness. For the avoidance of doubt, Closing Working Capital shall be calculated in accordance with the illustration set forth on Schedule 1.01(b). Code means the Internal Revenue Code of 1986, as amended. Common Stock has the meaning set forth in Section 4.02(a). Company has the meaning set forth in the recitals. Company Intellectual Property has the meaning set forth in Section 4.10(b). Competing Business means any business or Person engaged in any part of the Business other than Buyer and its Subsidiaries; provided, however, for the avoidance of any doubt, Competing Business does not include and specifically excludes (a) any business primarily involved in the formulation, manufacture, sale, or development of (i) food ingredients or additives other than bullion; and (ii) dairy, beef, swine and poultry food products sold by any Affiliates of Company as of the date of this Agreement, and (b) Emilys Table for products supplied to food bank programs and woman, infant and children (WIC) nutritional programs, not conducted for any primary commercial or profit making purpose. Confidentiality Agreement means the Confidentiality Agreement, dated as of May 16, 2017, and supplemented May 30, 2017, between Campbell Soup Company and the Company. Data Laws means laws, regulations, guidelines, and rules in any jurisdiction (federal, state, local, and non-U.S.) applicable to data privacy, data security, and/or personal information. Data Room means the electronic documentation site established by Merrill Communications, LLC on behalf of the Company, Seller and the Shareholders, to which Buyer and its

Definitions from Intellectual Property License Agreement

This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this Agreement), dated as of December 30, 2016 (the Closing Date), is entered into by and among BJ Services, LLC, a Delaware limited liability company (the Company), and Baker Hughes Incorporated, a Delaware corporation, on behalf of itself and its Subsidiaries (Baker Hughes). Company and Baker Hughes each may be referred to herein individually as a Party and collectively as the Parties.

Definitions. a) Capitalized terms used but not defined in this Agreement have the respective meanings assigned to such terms in the Contribution Agreement. For purposes of this Agreement, the following initially capitalized terms shall have the following meanings: Baker Hughes Licensed Technology means the Baker Hughes Patents and Baker Hughes Know-How. Baker Hughes Patents means the Patents listed on Schedule A (including, for the avoidance of doubt, any patents issuing after the Closing Date from any applications, reissues, divisions, continuations, continuation-in-part, extensions or reexaminations thereof) and any other Patent filed within twelve (12) months after the Closing Date by Baker Hughes or any of itsSubsidiaries which is derived from or otherwise based upon any of the Baker Hughes Know- How or the Company Know-How. Notwithstanding the foregoing, for the avoidance of doubt, in no event shall the Baker Hughes Patents include any of the Contributed Patents or any Patent in any jurisdiction outside of the Territory. Baker Hughes Know-How means, except as set forth on Schedule B of this Agreement, technical information and know-how (including any and all formulae, procedures, processes, methods, designs, know-how, show-how, trade secrets, inventions (whether or not patentable and whether or not reduced to practice), discoveries, computer software set forth on Schedule C of this Agreement (including source code and object code except as otherwise set forth on Schedule C), equipment operating systems, firmware, specifications prototypes, designs (including equipment design files, computer-aided design files, and related documentation), techniques, methods, ideas, concepts, data, research and development information, lab books, engineering and manufacturing information, manufacturing processes, sourcing information, quality control and testing procedures, testing data, electronic control circuits, specifications, diagrams, drawings, schematics, blueprints and parts lists and other proprietary information, rights and works of authorship (whether or not reduced to writing), copyrights, confidential information, licenses and similar proprietary rights in discoveries, analytic models, improvements, techniques, devices, patterns, formulations and specifications, copies and tangible embodiments of any of the foregoing (in whatever form or media)) and other tangible and intangible proprietary information, data, or material, in each case which are Licensable by Baker Hughes or any of its Subsidiaries as of the Closing Date but solely to the extent the foregoing constitute part of the Contributed Business immediately prior to the Closing Date or constituted part of the Contributed Business at any time in the eighteen (18) months prior thereto (including in each case to the extent relating to developments or work in process not yet commercialized as of the Closing Date); provided that the fact that the foregoing were not contributed by Baker Hughes to the Company under the Contribution Agreement shall not be deemed or alleged to mean that any of the foregoing did not constitute part of the Contributed Business. Company Business means the business of the Company, comprising the Contributed Business and the Partner Contributed Business. Company Know-How means, except as set forth on Schedule D of this Agreement, technical information and know-how (including any and all formulae, recipes, procedures, processes, methods, designs, know-how, show-how, trade secrets, inventions (whether or not patentable and whether or not reduced to practice), discoveries, computer software (including source code, object code, equipment operating systems, firmware, and specifications), prototypes, designs (including equipment design files, computer-aided design files, and related documentation), techniques, methods, ideas, concepts, data, research and development information, lab books, engineering and manufacturing information, manufacturing processes, sourcing information, quality control and testing procedures, testing data, electronic control circuits, specifications, diagrams, drawings, schematics, blueprints and parts lists and other proprietary information, rights and works of authorship (whether or not reduced to writing), copyrights, confidential information, licenses and similar proprietary rights in discoveries, analytic models, improvements, techniques, devices, patterns, formulations and specifications, copies and tangible embodiments of any of the foregoing (in whatever form or media)) and other tangible and intangible proprietary information, data, or material, in each case which are Licensable by Company or any of its Subsidiaries as of the Closing Date but solely to the extent the foregoing constitute part of the Partner Contributed Business immediately prior to the Closing Date or constituted part of the Partner Contributed Business at any time in the eighteen (18) months prior thereto (including in each case to the extent relat

Definitions from Option Agreement

You have been granted an award of Nonstatutory Stock Options pursuant to the terms of the Pegasystems Inc. Amended and Restated 2004 Long-Term Incentive Plan (the Plan).

Definitions. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan. {24. Exhibit B. Notwithstanding any provision herein, the Optionees participation in the Plan shall be subject to any special terms and conditions as set forth in Exhibit B for the Optionees country of residence, if any. The Exhibit B constitutes part of this Option Agreement.} {Exhibit B To Notice of Grant of Option and Option Agreement for Non-U.S. Employees This Exhibit B includes additional terms and conditions that govern the Options granted to the Optionee if the Optionee resides in the countries contained herein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Notice of Grant of Option and Option Agreement for Non-U.S. Employees (of which this Exhibit B is a part) or the Plan. This Exhibit B also includes information regarding exchange controls and certain other issues of which the Optionee should be aware with respect to the Optionees participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of December 2009, unless otherwise notated. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Optionee not rely on the information noted herein as the only source of information relating to the consequences of the Optionees participation in the Plan because the information may be out of date at the time the Optionee acquires shares of Common Stock or sells shares of Common Stock the Optionee acquires under the Plan. In addition, the information is general in nature and may not apply to the Optionees particular situation, and the Company is not in a position to assure the Optionee of any particular result. Accordingly, the Optionee is strongly advised to seek appropriate professional advice as to how the relevant laws in the Optionees country apply to the Optionees specific situation. If the Optionee is a citizen or resident of another country, or is considered a resident of another country for local law purposes, the information contained in this Exhibit B may not be applicable to the Optionee. Australia Withholding This provision supplements Section 8 (Withholding): Prior to the relevant taxable event, the Optionee will provide the Company with their Australian Tax File Number (TFN) or Australian Business Number (ABN). Failure to do so will result in the requirement for the Company to withhold Australian tax at the rate of 46.5%. Reform to the taxation of employee share schemes With effect from 1 July 2009, Optionee share options shall be taxed upfront, unless there is a real risk of forfeiture. Where there is a real risk of forfeiture, options shall generally be taxed at the earliest of: Vesting of the option Cessation of employment 7 years after grant Canada Option Exercise The paragraphs below replace Section 2 (Option Exercise) of Exhibit A to the Option Agreement: Once vested, the Option shall remain exercisable in whole or in part at any time through and including the day immediately preceding the date set forth under the heading Expiration on the Option Agreement (the Expiration Date), after which the Option shall expire and no longer be exercisable. The Option shall be exercisable by notice to the Company or the Companys designated stock option administrator, which shall: