Common use of CONDITIONS TO THE OFFER Clause in Contracts

CONDITIONS TO THE OFFER. The Offer shall be conditioned upon the Minimum Shares being validly tendered and not withdrawn prior to the date which is 20 Business Days following the commencement of the Offer in accordance with the terms hereof or such later date as the Offer may be extended by an amendment to this Agreement in accordance with the provisions of the Agreement. Moreover, notwithstanding any other provision of the Offer, and subject to the terms and conditions of the Agreement, Merger Sub shall not be obligated to accept for payment any shares of Company Common Stock until expiration of all applicable waiting periods (and extensions thereof) under the HSR Act, and Merger Sub shall not be required to accept for payment, purchase or pay for, and may delay the acceptance for payment of or payment for, any shares of Company Common Stock tendered in the Offer, or if the Minimum Shares shall not have been validly tendered pursuant to the Offer and not withdrawn, may terminate or amend the Offer, subject to the terms and conditions of the Agreement and Merger Sub's obligation to extend the Offer pursuant to Section 1.1(b) if, prior to the time of acceptance for payment of any such shares of Company Common Stock (whether or not any other shares of Company Common Stock have theretofore been accepted for payment or paid for pursuant to the Offer), any of the following shall occur and remain in effect:

CONDITIONS TO THE OFFER. The Offer shall be conditioned upon Notwithstanding any other provisions of the Minimum Shares being validly tendered Offer, and in addition to (and not withdrawn prior in limitation of) Belpointe PREP’s and Merger Sub’s rights to the date which is 20 Business Days following the commencement of extend, amend or terminate the Offer in accordance with the terms hereof or such later date as the Offer may be extended by an amendment to this Agreement in accordance with the provisions of the Agreement and Plan of Merger, dated as of April 21, 2021 (the “Agreement. Moreover”), notwithstanding any other provision by and among Belpointe PREP, LLC, a Delaware limited liability company (“Belpointe PREP”), XXXXX Merger, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of the OfferBelpointe PREP (“Merger Sub”), and subject to Belpointe REIT, Inc., a Maryland corporation (“Belpointe REIT”) (capitalized terms used but not otherwise defined in this Annex A shall have the terms and conditions of respective meanings ascribed thereto in the Agreement), and applicable law, and in addition to (and not in limitation of) the obligations of Merger Sub shall not be obligated to accept for payment any shares of Company Common Stock until expiration of all applicable waiting periods (and extensions thereof) under the HSR Act, and Merger Sub shall not be required to accept for payment, purchase or pay for, and may delay the acceptance for payment of or payment for, any shares of Company Common Stock tendered in the Offer, or if the Minimum Shares shall not have been validly tendered pursuant to extend the Offer and not withdrawn, may terminate or amend the Offer, subject pursuant to the terms and conditions of the Agreement and applicable law, neither Belpointe PREP nor Merger Sub's obligation Sub shall be required to extend accept for exchange or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act), exchange any shares of Common Stock that are validly tendered in the Offer pursuant to Section 1.1(b) if, prior to the time expiration of acceptance for payment the Offer in the event that, at any expiration of any such shares of Company Common Stock (whether or not any other shares of Company Common Stock have theretofore been accepted for payment or paid for pursuant to the Offer), any of the following shall occur and remain in effect:

CONDITIONS TO THE OFFER. The Offer shall be conditioned upon the Minimum Shares being validly tendered and not withdrawn prior to the date which is 20 Business Days following the commencement of the Offer in accordance with the terms hereof or such later date as the Offer may be extended by an amendment to this Agreement in accordance with the provisions of the Agreement. Moreover, notwithstanding Notwithstanding any other provision 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 obligated to accept for payment any shares of Company Common Stock until expiration of all applicable waiting periods (and extensions thereof) under the HSR Act, and Merger Sub shall not be required to accept for paymentpayment or, purchase 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 forfor any tendered Company Shares, and may delay the acceptance for payment of or payment for, any shares of Company Common Stock tendered in the Offer, or if the Minimum Shares shall not have been validly tendered pursuant to the Offer and not withdrawn, may terminate or amend the Offeror, subject to the terms and conditions restriction referred to above, the payment for any tendered Company Shares, in the event that at or prior to the scheduled expiration of the Agreement and Merger Sub's obligation to extend the Offer (as it may be extended pursuant to Section 1.1(b1.1(c) if, prior to the time of acceptance for payment of any such shares of Company Common Stock (whether or not any other shares of Company Common Stock have theretofore been accepted for payment or paid for pursuant to the Offer), any of the following shall occur and remain in effect:Agreement):

CONDITIONS TO THE OFFER. The Offer shall be conditioned upon the Minimum Shares being validly tendered and not withdrawn prior to the date which is 20 Business Days following the commencement of the Offer in accordance with the terms hereof or such later date as the Offer may be extended by an amendment to this Agreement in accordance with the provisions of the Agreement. Moreover, notwithstanding Notwithstanding any other provision provisions of the Offer, but subject to compliance with the terms and subject conditions of that certain Agreement and Plan of Reorganization, dated as of March 4, 2015 (the “Agreement”) by and among AbbVie Inc., a Delaware corporation (“Parent”), Oxford Amherst Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Purchaser”), Oxford Amherst LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub 2” and, together with Purchaser, the “Merger Subs”) and Pharmacyclics, Inc., a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex B shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the obligations of Purchaser to extend the Offer pursuant to the terms and conditions of the Agreement, Merger Sub shall not be obligated to accept for payment any shares of Company Common Stock until expiration of all applicable waiting periods (and extensions thereof) under the HSR Act, and Merger Sub Purchaser shall not be required to accept for paymentpayment or, purchase 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 Purchaser to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for, and may delay the acceptance for payment of or payment for, any shares of Company Common Stock Shares that are validly tendered in the Offer, or if the Minimum Shares shall not have been validly tendered pursuant to the Offer and not withdrawn, may terminate or amend the Offer, subject to the terms and conditions of the Agreement and Merger Sub's obligation to extend the Offer pursuant to Section 1.1(b) if, withdrawn prior to the time expiration of acceptance for payment of any such shares of Company Common Stock (whether the Offer in the event that, at or not any other shares of Company Common Stock have theretofore been accepted for payment or paid for pursuant prior to the Offer), any expiration of the following shall occur and remain in effectOffer:

CONDITIONS TO THE OFFER. The Offer shall be conditioned upon the Minimum Shares being validly tendered and not withdrawn prior to the date which is 20 Business Days following the commencement of the Offer in accordance with the terms hereof or such later date as the Offer may be extended by an amendment to this Agreement in accordance with the provisions of the Agreement. Moreover, notwithstanding Notwithstanding any other provision of the Offer, but subject to compliance with the terms and subject conditions of that certain Agreement and Plan of Merger, dated as of July 20, 2016 (the “Agreement”) by and among Galenica AG, a public limited company existing under the laws of Switzerland (“Parent”), Vifor Pharma USA Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Relypsa, 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 the Offer pursuant to the terms and conditions of the Agreement, Merger Sub shall not be obligated required to accept for payment or, subject to any shares applicable rules and regulations of Company Common Stock until expiration of all applicable waiting periods the SEC (and extensions thereofincluding Rule 14e-1(c) promulgated under the HSR Act, and Exchange Act (relating to the obligation of Merger Sub shall not be required to accept pay for payment, purchase or pay for, and may delay the acceptance for payment return tendered Company Shares promptly after termination or withdrawal of or payment for, any shares of Company Common Stock tendered in the Offer)), or if the Minimum pay for any Company Shares shall not have been that are validly tendered pursuant to the Offer and not withdrawn, may terminate or amend the Offer, subject to the terms and conditions of the Agreement and Merger Sub's obligation to extend the Offer pursuant to Section 1.1(b) if, validly withdrawn prior to the time expiration of acceptance for payment the Offer in the event that, as of any such shares of Company Common Stock (whether or not any other shares of Company Common Stock have theretofore been accepted for payment or paid for pursuant immediately prior to the Offer)Expiration Time (A) the Minimum Condition has not been satisfied, (B) any waiting period (and extensions thereof) applicable to the transactions contemplated by the Agreement under the HSR Act shall not have expired or been terminated, or (C) any of the following shall occur have occurred and remain in effectcontinue to exist:

CONDITIONS TO THE OFFER. The Offer shall be conditioned upon the Minimum Shares being validly tendered and not withdrawn prior to the date which is 20 Business Days following the commencement of the Offer in accordance with the terms hereof or such later date as the Offer may be extended by an amendment to this Agreement in accordance with the provisions of the Agreement. Moreover, notwithstanding Notwithstanding any other provision provisions of the Offer, and in addition to (and not in limitation of) Merger Sub’s rights to extend and amend the Offer at any time in its sole discretion (subject to the terms and conditions of the Merger Agreement), Merger Sub shall not be obligated to accept for payment any shares of Company Common Stock until expiration of all applicable waiting periods (and extensions thereof) under the HSR Act, and Merger Sub shall will not be required to accept for paymentpayment or, purchase subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) promulgated under the Exchange Act (relating to Merger Sub’s obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment of or or, subject to the restriction referenced above, the payment for, any shares of Company Common Stock tendered in the Offer, or if the Minimum Shares shall not have been validly tendered pursuant Shares if (i) immediately prior to the expiration of the Offer (as 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 effected in accordance with Section 251(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 and not withdrawn, may terminate or amend the Offer, subject to the terms and conditions consummation of the Agreement and Merger Sub's obligation to extend in accordance with the Offer pursuant to Section 1.1(bHSR Act will not have expired, or been terminated or obtained, as applicable or (iii) if, prior to the time of acceptance for payment of any such shares of Company Common Stock (whether or not any other shares of Company Common Stock have theretofore been accepted for payment or paid for pursuant to the Offer), any of the following shall events will occur and remain in effectbe continuing:

CONDITIONS TO THE OFFER. The Offer shall be conditioned upon the Minimum Shares being validly tendered and not withdrawn prior to the date which is 20 Business Days following the commencement of the Offer in accordance with the terms hereof or such later date as the Offer may be extended by an amendment to this Agreement in accordance with the provisions of the Agreement. Moreover, notwithstanding Notwithstanding any other provision provisions of the Offer, but subject to compliance with the terms and subject conditions of that certain Agreement and Plan of Reorganization, dated as of August 16, 2015 (the “Agreement”) by and among Liberty Interactive Corporation, a Delaware corporation (“Parent”), Mocha Merger Sub, Inc., a Delaware corporation and a 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 zulily, 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 obligations of Purchaser to extend the Offer pursuant to the terms and conditions of the Agreement, Merger Sub shall not be obligated to accept for payment any shares of Company Common Stock until expiration of all applicable waiting periods (and extensions thereof) under the HSR Act, and Merger Sub Purchaser shall not be required to accept for paymentpayment or, purchase 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 Purchaser to pay for or return tendered shares of Company Common Stock promptly after termination or withdrawal of the Offer)), pay for, and may delay the acceptance for payment of or payment for, any shares of Company Common Stock that are validly tendered in the Offer, or if the Minimum Shares shall not have been validly tendered pursuant to the Offer and not withdrawn, may terminate or amend the Offer, subject to the terms and conditions of the Agreement and Merger Sub's obligation to extend the Offer pursuant to Section 1.1(b) if, withdrawn prior to the time of acceptance for payment of any such shares of Company Common Stock (whether or not any other shares of Company Common Stock have theretofore been accepted for payment or paid for pursuant to Expiration Date in the Offer)event that, any of at the following shall occur and remain in effectExpiration Date: