Common use of CONDITIONS TO THE OFFER Clause in Contracts

CONDITIONS TO THE OFFER. Notwithstanding any other provisions of the Offer, but subject to compliance with Section 1.1 of that certain Agreement and Plan of Merger, dated as of May 1, 2008 (the “Agreement”) by and among Autodesk, Inc., a Delaware corporation (“Parent”), Switch Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Moldflow Corporation, a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the rights and obligations of Merger Sub to extend and/or amend the Offer at any time in its sole discretion (subject to the terms and conditions of the Agreement), Merger Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) under the Exchange Act (relating to the obligation of Merger Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for any tendered Company Shares, and may delay the acceptance for payment of or, subject to the restriction referred to above, the payment for any tendered Company Shares, in the event that at or prior to the scheduled expiration of the Offer (as it may be extended pursuant to Section 1.1(c) of the Agreement):

CONDITIONS TO THE OFFER. Notwithstanding any other provisions of the Offer, but subject and in addition to compliance (and not in limitation of) Belpointe PREP’s and Merger Sub’s rights to extend, amend or terminate the Offer in accordance with Section 1.1 the provisions of that certain the Agreement and Plan of Merger, dated as of May 1April 21, 2008 2021 (the “Agreement”) ), by and among AutodeskBelpointe PREP, Inc.LLC, a Delaware corporation limited liability company (“ParentBelpointe PREP”), Switch Acquisition CorporationXXXXX Merger, LLC, a Delaware corporation limited liability company and a wholly-wholly owned direct subsidiary of Parent Belpointe PREP (“Merger Sub”), and Moldflow CorporationBelpointe REIT, Inc., a Delaware Maryland corporation (the “CompanyBelpointe REIT”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and applicable law, and in addition to (and not in limitation of) the rights and obligations of Merger Sub to extend and/or amend the Offer at any time in its sole discretion (subject pursuant to the terms and conditions of the Agreement)Agreement and applicable law, neither Belpointe PREP nor Merger Sub shall not be required to accept for payment exchange or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Merger Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)Act), pay for exchange any shares of Common Stock that are validly tendered Company Shares, and may delay the acceptance for payment of or, subject to the restriction referred to above, the payment for any tendered Company Shares, in the event that at or Offer prior to the scheduled expiration of the Offer (as it may be extended pursuant to Section 1.1(c) in the event that, at any expiration of the Agreement):Offer:

CONDITIONS TO THE OFFER. Notwithstanding any other provisions provision of the Offer, but subject to compliance with Section 1.1 the terms and conditions of that certain Agreement and Plan of Merger, dated as of May 1July 20, 2008 2016 (the “Agreement”) by and among Autodesk, Inc.Galenica AG, a Delaware corporation public limited company existing under the laws of Switzerland (“Parent”), Switch Acquisition CorporationVifor Pharma USA Inc., a Delaware corporation and a wholly-an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Moldflow CorporationRelypsa, Inc., a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the rights and obligations of Merger Sub to extend and/or amend the Offer at any time in its sole discretion (subject pursuant to the terms and conditions of the Agreement), Merger Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Merger Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for any Company Shares that are validly tendered Company Shares, and may delay the acceptance for payment of or, subject pursuant to the restriction referred to above, the payment for any tendered Company Shares, in the event that at or Offer and not validly withdrawn prior to the scheduled expiration of the Offer in the event that, as of immediately prior to the Expiration Time (as it may be extended pursuant A) the Minimum Condition has not been satisfied, (B) any waiting period (and extensions thereof) applicable to Section 1.1(cthe transactions contemplated by the Agreement under the HSR Act shall not have expired or been terminated, or (C) any of the Agreement):following shall have occurred and continue to exist:

CONDITIONS TO THE OFFER. Notwithstanding any other provisions of Capitalized terms used in this ANNEX I but not defined herein have the Offer, but subject meanings assigned to compliance with Section 1.1 of that certain such terms in the Agreement and Plan of Merger, dated as of May 1, 2008 Merger (the “Agreement”) by and among Autodesk, Inc., of which this ANNEX I is a Delaware corporation (“Parent”), Switch Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary part. Notwithstanding any other term of Parent (“Merger Sub”), and Moldflow Corporation, a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the rights and obligations of Merger Sub to extend and/or amend the Offer at any time in its sole discretion (subject or the Agreement to the terms and conditions of the Agreement)contrary, Merger Sub shall not be required to (and Parent shall not be required to cause Merger Sub to) accept for payment or, subject to any applicable rules and regulations of the SEC (SEC, including Rule 14e-1(c14e-l(c) under the Exchange Act (relating to the Merger Sub’s obligation of Merger Sub to pay for or return tendered shares of Company Shares Class A Stock or Company Class B Stock promptly after the termination or withdrawal of the Offer)), to pay for any shares of Company Class A Stock or Company Class B Stock tendered Company Sharespursuant to the Offer, and may delay the acceptance for payment of or, subject to any applicable rules and regulations of the restriction referred to aboveSEC, the payment for for, any tendered shares of Company SharesClass A Stock or Company Class B Stock, in the event that at or prior and (subject to the scheduled expiration provisions of the Agreement) may terminate the Offer and not accept for payment any tendered shares of Company Class A Stock or Company Class B Stock: (i) if the Agreement has been terminated in accordance with Section 8.1 of the Agreement; or (ii) at any scheduled Expiration Date (as it may be have been extended pursuant to Section 1.1(c2.1(d) of the Agreement):), if (x) the condition set forth in clause (a) below has not been satisfied at the Expiration Time or (y) any of the additional conditions set forth below shall not be satisfied or waived in writing by Parent (on behalf of the Buyer Parties) at the Expiration Time:

CONDITIONS TO THE OFFER. Notwithstanding any other provisions provision of the Offer, but subject to compliance with Section 1.1 the terms and conditions of that certain Agreement and Plan of Merger, dated as of May 1July 14, 2008 2015 (the “Agreement”) by and among Autodesk, Inc.Celgene Corporation, a Delaware corporation (“Parent”), Switch Acquisition Strix Corporation, a Delaware corporation and a wholly-direct wholly owned subsidiary of Parent (“Merger Acquisition Sub”), and Moldflow CorporationReceptos, Inc. a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the rights and obligations of Merger Acquisition Sub to extend and/or amend the Offer at any time in its sole discretion (subject pursuant to the terms and conditions of the Agreement), Merger Acquisition Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Merger Acquisition Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for any Company Shares that are validly tendered Company Sharespursuant to the Offer and not withdrawn prior to the expiration of the Offer, and may delay extend, terminate or amend the acceptance for payment of orOffer, subject in each case, only to the restriction referred to above, extent provided by the payment for any tendered Company SharesAgreement, in the event that at or that, as of immediately prior to the scheduled expiration Expiration Time (A) any waiting period (and extensions thereof) applicable to the transactions contemplated by this Agreement under the HSR Act shall not have expired or been terminated; (B) the Minimum Condition shall not have been satisfied; or (C) any of the Offer (as it may be extended pursuant following shall have occurred and continue to Section 1.1(c) of the Agreement):exist:

CONDITIONS TO THE OFFER. Notwithstanding any other provisions of the Offer, but subject to compliance with Section 1.1 of that certain Agreement and Plan of Merger, dated as of May 1, 2008 (the “Agreement”) by and among Autodesk, Inc., a Delaware corporation (“Parent”), Switch Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Moldflow Corporation, a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the Merger Sub’s rights and obligations of Merger Sub to extend and/or and amend the Offer at any time in its sole discretion (subject to the terms and conditions of the Merger Agreement), Merger Sub shall will not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (SEC, including Rule 14e-1(c14e-l(c) promulgated under the Exchange Act (relating to the Merger Sub’s obligation of Merger Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for any tendered Company Sharesfor, and may delay the acceptance for payment of or, subject to the restriction referred to referenced above, the payment for for, any validly tendered Company Shares, in the event that at or Shares if (i) immediately prior to the scheduled expiration of the Offer (as it may extended in accordance with the Merger Agreement) the number of Shares validly tendered, and not validly withdrawn, does not equal at least the number of Shares sufficient for the Merger to be extended pursuant to effected in accordance with Section 1.1(c251(h) of the DGCL (the “Minimum Condition”), (ii) immediately prior to the expiration of the Offer (as extended in accordance with the Merger Agreement):) any waiting period (and any extensions thereof) and any approvals or clearances applicable to the Offer or the consummation of the Merger in accordance with the HSR Act will not have expired, or been terminated or obtained, as applicable or (iii) any of the following events will occur and be continuing:

CONDITIONS TO THE OFFER. Notwithstanding any other provisions of the Offer, but subject to compliance with Section 1.1 the terms and conditions of that certain Agreement and Plan of MergerReorganization, dated as of May 1August 16, 2008 2015 (the “Agreement”) by and among Autodesk, Inc.Liberty Interactive Corporation, a Delaware corporation (“Parent”), Switch Acquisition CorporationMocha Merger Sub, Inc., a Delaware corporation and a wholly-direct wholly owned subsidiary of Merger Sub (“Purchaser”), Ziggy Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Moldflow Corporationzulily, inc., a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the rights and obligations of Merger Sub Purchaser to extend and/or amend the Offer at any time in its sole discretion (subject pursuant to the terms and conditions of the Agreement), Merger Sub Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Merger Sub Purchaser to pay for or return tendered shares of Company Shares Common Stock promptly after termination or withdrawal of the Offer)), pay for any shares of Company Common Stock that are validly tendered Company Shares, in the Offer and may delay the acceptance for payment of or, subject not withdrawn prior to the restriction referred to above, the payment for any tendered Company Shares, Expiration Date in the event that that, at or prior to the scheduled expiration of the Offer (as it may be extended pursuant to Section 1.1(c) of the Agreement):Expiration Date:

CONDITIONS TO THE OFFER. Notwithstanding any other provisions provision of the Offer, but subject to compliance with Section 1.1 the terms and conditions of that certain Agreement and Plan of Merger, dated as of May 1June 23, 2008 2016 (the “Agreement”) by and among AutodeskIncipio, LLC, a Delaware limited liability company (“Parent”), Powder Merger Sub, Inc., a Delaware corporation (“Parent”), Switch Acquisition Corporation, a Delaware corporation and a wholly-direct wholly owned subsidiary of Parent (“Merger Acquisition Sub”), and Moldflow CorporationSkullcandy, Inc., a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the rights and obligations of Merger Acquisition Sub to extend and/or amend the Offer at any time in its sole discretion (subject pursuant to the terms and conditions of the Agreement), Merger Acquisition Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Merger Acquisition Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for any Company Shares that are validly tendered Company Sharespursuant to the Offer and not withdrawn prior to the expiration of the Offer, and may delay extend, terminate or amend the acceptance for payment of orOffer, subject in each case, only to the restriction referred to above, extent provided by the payment for any tendered Company SharesAgreement, in the event that at or that, as of immediately prior to the scheduled expiration of the Offer (as it may be extended pursuant A) any waiting period (and extensions thereof) applicable to Section 1.1(cthe transactions contemplated by this Agreement under the HSR Act shall not have expired or been terminated; (B) the Minimum Condition shall not have been satisfied; or (C) any of the Agreement):following shall have occurred and continue to exist:

CONDITIONS TO THE OFFER. Notwithstanding any other provisions of the Offer, but subject to compliance with Section 1.1 the terms and conditions of that certain Agreement and Plan of MergerReorganization, dated as of May 1March 4, 2008 2015 (the “Agreement”) by and among Autodesk, AbbVie Inc., a Delaware corporation (“Parent”), Switch Acquisition Oxford Amherst Corporation, a Delaware corporation and a wholly-direct wholly owned subsidiary of Parent (“Purchaser”), Oxford Amherst LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger SubSub 2” and, together with Purchaser, the “Merger Subs”)) and Pharmacyclics, and Moldflow CorporationInc., a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A B shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the rights and obligations of Merger Sub Purchaser to extend and/or amend the Offer at any time in its sole discretion (subject pursuant to the terms and conditions of the Agreement), Merger Sub Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Merger Sub Purchaser to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for any Company Shares that are validly tendered Company Shares, in the Offer and may delay the acceptance for payment of or, subject not withdrawn prior to the restriction referred to above, expiration of the payment for any tendered Company Shares, Offer in the event that that, at or prior to the scheduled expiration of the Offer (as it may be extended pursuant to Section 1.1(c) of the Agreement):Offer:

CONDITIONS TO THE OFFER. Notwithstanding any other provisions of the Offer, but subject to compliance with Section 1.1 the terms and conditions of that certain Agreement and Plan of Merger, dated as of May 1October 10, 2008 2011 (the “Agreement”) by and among AutodeskARRIS Group, Inc., a Delaware corporation (“Parent”), Switch Amsterdam Acquisition CorporationSub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Acquisition Sub”), and Moldflow CorporationBigBand Networks, Inc., a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the rights and obligations of Merger Acquisition Sub to extend and/or amend extend, terminate or modify the Offer at any time in its sole discretion (subject pursuant to the terms and conditions of the Agreement), Merger Acquisition Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Merger Acquisition Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for any Company Shares that are validly tendered Company Shares, in the Offer and may delay the acceptance for payment of or, subject not withdrawn prior to the restriction referred to above, expiration of the payment for any tendered Company Shares, Offer in the event that that, at or prior to the scheduled expiration of the Offer Offer: (as it may be extended pursuant A) any waiting period (and extensions thereof) applicable to Section 1.1(cthe transactions contemplated by this Agreement under the HSR Act shall not have expired or been terminated; (B) the Minimum Condition shall not have been satisfied; or (C) any of the Agreement):following shall have occurred and continue to exist as of immediately prior to the expiration of the Offer: