Common use of DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER Clause in Contracts

DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER. The following table sets forth the name, business address, present principal occupation or employment and five-year employment history and position with Purchaser of each director and executive officer of Purchaser. PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND MATERIAL OCCUPATION, POSITIONS OR EMPLOYMENT NAME AND ADDRESS TITLE HELD DURING THE LAST FIVE YEARS ---------------------------- ------------------------------- ---------------------------------------------- Xxxx Xxxxxx President, Chief Executive Xx. Xxxxxx has served as President, Chief 0000 Xxxxxxx Xx. Officer and Director Executive Officer and director of Purchaser Suite 1040 since October 1999 and has held the same Oakland, CA 94621 positions at Parent since June 1999. Xx. Xxxxxx previously served as President, Chief Executive Officer and director of Ascend from June 1995 until June 1999. Prior to that, Xx. Xxxxxx served as Ascend's President, Chief Operating Officer and director from March 1994 to June 1995, as Executive Vice President from December 1992 to March 1994 and as Vice President, Operations from January 1990 to December 1992. Xxxxxx X. Xxxx Vice President, Finance, Chief Xx. Xxxx has served as Vice President, 0000 Xxxxxxx Xx. Financial Officer, Secretary Finance, Chief Financial Officer, Secretary Suite 1040 and Director and as a director of Purchaser since October Oakland, CA 94621 1999 and has held the same positions with Parent since June 1999. Prior to that time, Xx. Xxxx served as a director of Ascend from July 1995 to June 1999. Xx. Xxxx served as Executive Vice President, Planning of Ascend from October 1997 to January 1998 and as Vice President of Finance and Chief Financial Officer of Ascend from January 1994 to October 1997. Xx. Xxxx also serves on the Board of Directors of the Bank of Alameda, Timesink, Inc., Spear Technologies, Inc. and Northpoint Communications, Inc. Xxxxxxxx X. Xxxxxx Vice President, Research and Xx. Xxxxxx has served as Vice President, 0000 Xxxxxxx Xx. Development, Chief Technical Research and Development, Chief Technical Suite 1040 Officer and Director Officer and as a director of Purchaser since Oakland, CA 94621 October 1999 and has held the same positions with Parent since June 1999. Prior to that time, Xx. Xxxxxx served as Executive Vice President of Advanced Products and Chief Technical Officer of Ascend from June 1995 to June 1999, and as Vice President of Engineering for Ascend from January 1994 to June 1995 and served in various other management positions with Ascend from 1989 to 1993. ANNEX II Set forth below is Section 262 of the General Corporation Law of the State of Delaware regarding appraisal rights, which rights will only be available in connection with the Merger. SECTION 262 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER. The following table sets forth the name, business address, present current principal occupation or employment and five-year material occupations, positions, offices or employment history and position with Purchaser for the past five years, of each director and executive officer of PurchaserPurchaser are set forth below. PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND MATERIAL OCCUPATIONThe business address of each director and officer is Xxx Xxxxx Xxxxx, POSITIONS OR EMPLOYMENT NAME AND ADDRESS TITLE HELD DURING THE LAST FIVE YEARS ---------------------------- ------------------------------- ---------------------------------------------- X.X. Box 100, Whitehouse Station, New Jersey 08889. All directors and executive officers listed below are United States citizens. Directors of Purchaser are identified by an asterisk. Name Current Principal Occupation or Employment and 5-Year Employment History Xxxx Xxxxxx Xxxxxxxx* Xxxx Xxxxxxxx has served as Senior Vice President, Chief Finance – Global Controller of Merck & Co., Inc. from March 2014 to present, and as Director of Parent from March 2014 to present and has served as President and Director of Purchaser from December 2019 to present. Xxxxxxxx Xxxxxxxxxx* Xxxxxxxx Xxxxxxxxxx has served as Corporate Treasurer and Senior Vice President, Treasury, Tax & Investor Relations of Merck & Co., Inc. from January 2019 to present, as Senior Vice President, Treasurer and Director of Parent from January 2019 to present and as Senior Vice President, Treasurer and Director of Purchaser from December 2019 to present. Prior to that, she served as the Senior Vice President, Finance for GHH of Parent from 2014 to December 2018. Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx has served as Assistant Treasurer of Merck & Co., Inc. from May 2018 to present, as Assistant Treasurer of Parent from May 2018 to present and as Assistant Treasurer of Purchaser from December 2019 to present. Prior to that, he served as the Executive XxDirector, Pension Investments of Parent from 2017 to December 2019 and the Director, Pension Investments of Parent from 2007 to 2017. Xxxxxxx Xxx Xxxxxxx Xxx has served as Assistant Treasurer of Merck & Co., Inc. from November 2011 to present, as Assistant Treasurer of Parent from October 2011 to present and as Assistant Treasurer of Purchaser from December 2019 to present. Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx has served as Assistant Treasurer of Merck & Co., Inc. from May 2018 to present, as Assistant Treasurer of Parent from May 2018 to present and as Assistant Treasurer of Purchaser from December 2019 to present. Prior to that he served as Executive Director, GHH Finance of Parent from February 2014 to May 2018. Xxx Xxxxxxxxx* Xxx Xxxxxxxxx has served as Director of Parent from May 2015 to present and as Secretary and Director of Purchaser from December 2019 to present. He previously served as Secretary of Parent from 2014 to 2017, and has served as Assistant Vice President of Parent from 2015 to present, and prior to that, as Managing Counsel, Corporate Legal Group of Parent until 2015. Xxxx X. Xxxxx Xxxx X. Xxxxx has served as Senior Assistant Secretary of Merck & Co., Inc. from November 2017 to present, as Assistant Secretary of Parent from February 2018 to present and as Assistant Secretary of Purchaser from December 2019 to present. Prior to that she was Senior Securities Paralegal at Warner Media, LLC (formerly known as Time Warner, Inc.), a leading media and entertainment company with a principal business address of One Time Warner Center, New York, New York 10019, from April 2015 to October 2017. Xxxxx Xxxxxx Xxxxx Xxxxxx has served as PresidentAssistant Secretary of Merck & Co., Inc. from November 2017 to present, as Assistant Secretary of Parent from December 2006 to present and as Assistant Secretary of Purchaser from December 2019 to present. She was also Senior Assistant Secretary of Merck & Co., Inc. from 2010 to November 2017. TABLE OF CONTENTS DIRECTORS AND EXECUTIVE OFFICERS OF MERCK & CO., INC. The name, current principal occupation or employment and material occupations, positions, offices or employment for the past five years of each director and executive officer of Merck & Co., Inc. are set forth below. The business address of each director and officer is 0000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx, 00000. All directors and executive officers listed below are United States citizens. Directors of Merck & Co., Inc. are identified by an asterisk. Name Current Principal Occupation or Employment and 5-Year Employment History Xxxxxx X. Xxxx* Xxxxxx X. Xxxx has served as a Director of Merck & Co., Inc. from 2008 to present. From 2006 to present, he has held the positions of Chief 0000 Xxxxxxx Xx. Officer and Director Executive Officer and director Chairman of Purchaser Suite 1040 since October 1999 Xxxx Group, LLC, an investment holding company with a principal address of 000 Xxxxx Xxxx Xxxxx, 000 Xxxxxxxx, Xxxxx, XX 00000. He has served as a Director of Broadridge Financial Solutions, Inc. from 2007 to present, and was Non-Executive Chairman from 2011 to 2019. He has served as a Director and Non-Executive Chairman of CDK Global, Inc. from 2014 to present. He has also been a Director of Corning Incorporated from 2018 to present, and of Ariel Investments, LLC from 2019 to present. He was a Director of Automatic Data Processing, Inc from 2013-2015 and Hewlett Packard Enterprise Company from 2015 to 2018. Xxxxxx X. Xxxx, Ph.D.* Xx. Xxxxxx X. Cech has served as a Director of Merck & Co., Inc. from 2009 to present. He has been a Distinguished Professor of Chemistry and Biochemistry from 1990 to present and Director of the BioFrontiers Institute from 2009 to present at the University of Colorado. He has also held the position of Investigator from 1988 to present at the Xxxxxx Xxxxxx Medical Institute, a non-profit medical research organization with a principal address of 0000 Xxxxx Xxxxxx Rd., Chevy Chase, Maryland 20815. Xxxx Xxxxx Xxx* Xxxx Xxxxx Xxx has served as a Director of Merck & Co., Inc. from 2019 to present. She has held the same Oaklandposition of President, CA 94621 positions at Parent since June 1999Google Customer Solutions from 2017 to present. She was previously the Vice President, Go-to-Market Operations and Strategy of Google from 2012 to 2017. She served as Director of Whole Foods Market, Inc. from 2016 to 2017. Xxxxxx X. Xxxxx* Xxxxxx X. Xxxxx has served as a Director of Merck & Co., Inc. from 2015 to present. She has also served as Director of 3M Company from 2019 to present, and of Progressive Insurance from 2018 to present. She was formerly a director of VMware, Inc. from 2013 to 2015, of Wal-Mart Stores, Inc. from 2013 to 2017 and of Akamai Technologies, Inc. from 2011 to 2019. Xxxxxxx X. Xxxxxxx* Xxxxxxx X. Xxxxxxx has served as a Director of Merck & Co., Inc. from 2011 to present. He has been the Chairman and Chief Executive Officer of Merck & Co., Inc. from 2011 to present, and has also been the President from 2010 to present. He has been a Director of Exxon Mobil Corporation from 2009 to present. Xxxxxx X. Xxxxxx* Xxxxxx X. Xxxxxx has served as a Director of Merck & Co., Inc. from 2007 to present. From 2012 to present, he has been a Founder and Managing Partner of Angelic Ventures LP, a family office investing in early-stage technology companies with a principal address of 000 0xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000. He has served as a Director of Xxxxxx Xxxxxxx from 2013 to present, and of Publicis Groupe from 2016 to present. Xxxxxxxx X. Xxxxxxx* Xxxxxxxx X. Xxxxxxx has served as a Director of Merck & Co., Inc. from 2004 to present. From 2012 to present she has been the Chairman Emeritus of Ogilvy & Xxxxxx, a global advertising and marketing communication company with a principal address of 000 00xx Xxxxxx, Xxx Xxxx, XX 00000. She has served as Director of The Blackstone Group L.P. from 2013 to present. She was formerly a Director of General Electric from 2000 to 2018. Xxxx X. Xxxxxxx, M.D.* Xx. Xxxxxx previously Xxxx X. Rothman has served as Presidenta Director of Merck & Co., Inc. from 2015 to present. He has held the positions of Xxxx of the Medical Faculty and Vice President for Medicine of Xxxxx Xxxxxxx University from 2012 to present. From 2012 to present, he has also been the Chief Executive Officer of Xxxxx Xxxxxxx Medicine. TABLE OF CONTENTS Name Current Principal Occupation or Employment and 5-Year Employment History Xxxxxxxx X. Xxxxx* Xxxxxxxx X. Xxxxx served as a Director of Schering-Plough Corporation from 1995 until 2009 when the company became Merck & Co., Inc. and has continued to serve as a Director of Merck & Co., Inc. from 2009 to present. From 2015 to present, she has held the position of Non-executive Chairman of Hewlett Packard Enterprise Company, a technology company with a principal address of 0000 Xxxxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxxxxxxxxx 00000. She has served as a Director of General Motors Company from 2009 to present, of Hewlett Packard Enterprise Company from 2015 to present, and of KKR Management Inc. from 2011 to present. She was also formerly a Director of Hewlett-Packard Company from 2011 to 2015 and Arconic, Inc. (formerly Alcoa, Inc.) from 2008 to 2016. Xxxx X. Xxxxxx* Xxxx X. Xxxxxx has served as a Director of Merck & Co., Inc. from 2018 to present. He was the Executive Chairman of 3M Company, a global technology company with a principal address of 3M Corporate Headquarters, 0X Xxxxxx Xx. Xxxx, MN 55144, from 2018 to 2019. He was previously the Chairman, President and Chief Executive Officer of 3M Company from 2012 to 2018 and a Director of 3M Company from 2012 to 2019. He has served as a Director of Chevron Corporation from 2015 to present. Xxxxxxx X. Xxxxx* Xxxxxxx X. Xxxxx has served as a Director of Merck & Co., Inc. from 2004 to present. From 2010 to present, he has held the positions of Chairman, Chief Executive Officer and director President of Ascend from June 1995 until June 1999Corning Incorporated, a glass and materials science innovator for the optical communications, mobile consumer electronics, display, automotive, and life sciences industries with a principal address of Xxx Xxxxxxxxxx Xxxxx, Xxxxxxx, XX 00000. Prior to that, Xx. Xxxxxx He has served as Ascend's Presidenta Director of Xxxxxx.xxx, Chief Operating Officer Inc. from 2016 to present, and director of Corning Incorporated from March 1994 2000 to June 1995present. Xxxxx X. Xxxxxxx* Xxxxx X. Xxxxxxx has served as a Director of Merck & Co., as Executive Vice President Inc. from December 1992 2003 to March 1994 and as Vice Presidentpresent. From 1982 to present, Operations he has been a Managing Director of Sierra Ventures, a technology-oriented venture capital firm with a principal address of 0000 Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx 0000, Xxx Xxxxx, XX 00000. He has also been on the faculty of the Stanford University Graduate School of Business from January 1990 1991 to December 1992present. Xxxxxx X. Xxxx Vice President, Finance, Chief Xx. Xxxx Xxxxx Xxxxxx X. Xxxxx has served as Vice President, 0000 Xxxxxxx Xx. Financial Officer, Secretary Finance, Chief Financial Officer, Secretary Suite 1040 and Director and as a director of Purchaser since October Oakland, CA 94621 1999 and has held the same positions with Parent since June 1999. Prior to that time, Xx. Xxxx served as a director of Ascend from July 1995 to June 1999. Xx. Xxxx served as Executive Vice President, Planning of Ascend from October 1997 to January 1998 and as Vice President of Finance Global Services, and Chief Financial Officer of Ascend from January 1994 to October 1997. Xx. Xxxx also serves on the Board of Directors of the Bank of Alameda, Timesink, Inc., Spear TechnologiesMerck & Co., Inc. and Northpoint Communications, Inc. Xxxxxxxx from 2014 to present. Xxxxx X. Xxxxxx Vice President, Research and Xx. Xxxxxx Xxxxxxxxxx Xxxxx X. Xxxxxxxxxx has served as Vice President, 0000 Xxxxxxx Xx. Development, Chief Technical Research and Development, Chief Technical Suite 1040 Officer and Director Officer and as a director of Purchaser since Oakland, CA 94621 October 1999 and has held the same positions with Parent since June 1999. Prior to that time, Xx. Xxxxxx served as Executive Vice President and President, Merck Research Laboratories of Advanced Products and Chief Technical Officer of Ascend Merck & Co., Inc. from June 1995 2013 to June 1999, and present. Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx has served as the Executive Vice President and General Counsel of Engineering for Ascend Merck & Co., Inc. from January 1994 2018 to June 1995 and served in various other management positions present. She was previously a Partner at Xxxxxxxxx & Xxxxxxx LLP, a law firm with Ascend a principal address of 000 00xx Xxxxxx XX, Xxxxxxxxxx X.X. 00000, from 1989 2013 to 1993. ANNEX II Set forth below is Section 262 of the General Corporation Law of the State of Delaware regarding appraisal rights, which rights will only be available in connection with the Merger. SECTION 262 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE2018.

DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER. The following table sets forth the name, business address, present current principal occupation or employment and five-year past material occupations, positions, offices or employment history and position with Purchaser of for at least the past five years for each director and executive officer of Purchaser. PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND MATERIAL OCCUPATIONThe business address of each person is 0000 Xxxxxxxxx Xxxxxx Xxxxx, POSITIONS OR EMPLOYMENT NAME AND ADDRESS TITLE HELD DURING THE LAST FIVE YEARS ---------------------------- ------------------------------- ---------------------------------------------- Xxxx Xxxxxxx, Xxxxx Xxxxxxxx 00000 and the business telephone number is (000) 000-0000. Each director and executive officer of Purchaser is a citizen of the United States of America. Name Current Principal Occupation or Employment; Material Positions Held During the Past Five Years Xxxxxxx X. Xxxxxx Vice President, Chief Executive Xx. Xxxxxx has served as President, Chief 0000 Xxxxxxx Xx. Officer Finance and Administrative Services of Salix and Intermediary since May 2010; Director Executive Officer and director President of Purchaser Suite 1040 since October 1999 and has held the same Oakland, CA 94621 positions at Parent since June 1999. November 2013 Xx. Xxxxxx previously served as Associate Vice President, Chief Finance of Salix and Intermediary from July 2008 to May 2010, and as Executive Officer Director, Finance of Salix and director of Ascend Intermediary from June 1995 until June 1999March 2007 to July 2008. Prior to thatjoining Salix, Xx. Xxxxxx served as Ascend's President, Chief Operating Officer and director from March 1994 to June 1995, as Executive Vice President from December 1992 to March 1994 and as Vice President, Operations Finance at Voyager Pharmaceutical Corp. from January 1990 2004 to December 1992. Xxxxxx X. Xxxx 2007, as Vice President, Finance, Chief Principal Accounting Officer and Secretary Table of Contents Name Current Principal Occupation or Employment; Material Positions Held During the Past Five Years at Trimeris, Inc. from 2002 to 2004, as Director of Finance at Trimeris from 1997 to 2002, as Corporate Controller at Performance Awareness Corporation from 1996 to 1997, as Director of Finance and Assistant Secretary at Avant! Corporation (formerly Integrated Silicon Systems) from 1993 to 1996 and at KPMG LLP from 1984 to 1993 in various positions of increasing responsibility progressing to Senior Manager. Xxxxxxx Xxxxxxxx, Xx. Xxxx has Senior Vice President, General Counsel and Corporate Secretary of Salix and Intermediary since July 2013; Director and Secretary of Purchaser since November 2013 Xx. Xxxxxxxx previously served as the Executive Vice President and General Counsel at MedImmune, Inc., or MedImmune (an indirect subsidiary of AstraZeneca PLC), from 2007 to May 2013. Prior to the acquisition of MedImmune by AstraZeneca in June 2007, Xx. Xxxxxxxx served in various capacities at MedImmune, including Senior Vice President, General Counsel, Secretary and Corporate Compliance Officer at MedImmune. Xx. Xxxxxxxx was appointed as MedImmune’s first General Counsel in September 2003 and joined MedImmune in 2001 as Vice President, 0000 Xxxxxxx Xx. Financial OfficerLegal Affairs, Secretary Finance, Chief Financial Officer, Secretary Suite 1040 and Director and as a director of Purchaser since October Oakland, CA 94621 1999 and has held the same positions with Parent since June 1999was appointed Corporate Compliance Officer shortly thereafter. Prior to that timejoining MedImmune, Xx. Xxxx served as a director of Ascend from July 1995 to June 1999. Xx. Xxxx served as Executive Vice President, Planning of Ascend from October 1997 to January 1998 and as Vice President of Finance and Chief Financial Officer of Ascend from January 1994 to October 1997. Xx. Xxxx also serves on the Board of Directors of the Bank of Alameda, Timesink, Inc., Spear Technologies, Inc. and Northpoint Communications, Inc. Xxxxxxxx X. Xxxxxx Vice President, Research and Xx. Xxxxxx has served as Vice President, 0000 Xxxxxxx Xx. Development, Chief Technical Research and Development, Chief Technical Suite 1040 Officer and Director Officer and as a director of Purchaser since Oakland, CA 94621 October 1999 and has held the same positions with Parent since June 1999. Prior to that time, Xx. Xxxxxx served as Executive Vice President of Advanced Products and Chief Technical Officer of Ascend from June 1995 to June 1999, and as Vice President of Engineering for Ascend from January 1994 to June 1995 and served in various other management legal positions with Ascend at Pharmacia Corporation from 1989 1997 to 19932001, including Litigation Counsel, Senior Corporate Counsel and Associate General Counsel. ANNEX II Set forth below is Section 262 He had also been Associate General Counsel for a life insurance company; a partner at Dickinson, Wright, Moon, Xxx Xxxxx & Xxxxxxx of Lansing, MI; and taught courses at various institutions, including Seton Hall University School of Law. Table of Contents Manually signed facsimiles of the General Corporation Law Letter of Transmittal, properly completed, will be accepted. The Letter of Transmittal, certificates evidencing Shares and any other required documents should be sent or delivered by each holder of Shares or its, his or her broker, dealer, commercial bank, trust company or other nominee to the State Depositary at one of Delaware regarding appraisal rightsits addresses set forth below: By Registered or Certified Mail: Computershare Trust Company, which rights will only N.A. c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011 By Hand or Overnight Courier: Computershare Trust Company, N.A. c/o Voluntary Corporate Actions 000 Xxxxxx Xxxxxx, Suite V Canton, MA 02021 Questions or requests for assistance or additional copies of this Offer to Purchase, the Letter of Transmittal and/or the Notice of Guaranteed Delivery may be available in connection with directed to the MergerInformation Agent at the address and telephone numbers listed below. SECTION 262 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWAREStockholders may also contact their broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer. The Information Agent for the Offer is: Xxxxxxxxx Inc. 000 Xxxxxxxxxx Xxxx., 00xx Floor Jersey City, NJ 07310

DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER. The following table sets forth the name, business address, present principal occupation or employment and fivematerial occupations, positions, offices or employment for the past five years of each of the directors and executive officers of Xxxx Xxxxxx Sub Inc. are set forth below. The business address and phone number of each such director and executive officer is 000 Xxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx, 00000, (000) 000-year employment history and position with Purchaser of 0000. Unless otherwise indicated, each director and executive officer is a citizen of Purchaserthe United States of America. NAME AND POSITION PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND MATERIAL OCCUPATION, POSITIONS OR EMPLOYMENT NAME AND ADDRESS TITLE HELD DURING THE LAST FIVE YEARS ---------------------------- ------------------------------- ---------------------------------------------- Xxxx Xxxxxx President, X. Xxxxxxx Director and President Xx. Xxxxxxx is the Chief Executive Officer of Parent and he has served in that capacity since October 2010. Previously Xx. Xxxxxx has Xxxxxxx served as President, Chief 0000 Xxxxxxx Xx. Operating Officer and Director Executive Officer and director of Purchaser Suite 1040 since October 1999 and has held the same Oakland, CA 94621 positions at Parent since June 1999. Xx. Xxxxxx previously served as President, Chief Executive Officer and director of Ascend from June 1995 until June 19992010. Prior to that, Xx. Xxxxxx Xxxxxxx served as Ascend's Corporate Executive Vice President and Chief Financial Officer of Fidelity Information Services, Inc. (“FIS”) since July 2008 and before then as Executive Vice President, Chief Operating Officer and director from March 1994 Finance of FIS since February 2008. Prior to June 1995joining FIS, Xx. Xxxxxxx served as Executive Vice President and Chief Financial Officer of Woodbridge Holdings Corporation (formerly known as Xxxxxx Corporation) since August 2004 and Executive Vice President and Chief Financial Officer of BFC Financial Corporation since April 2007. Prior to joining Xxxxxx, Xx. Xxxxxxx was the Chief Financial Officer of Datacore Software Corporation, an independent software vendor, from December 1992 2001 to March 1994 August 2004. Prior to joining Datacore, Xx. Xxxxxxx was the Chief Financial Officer at Seisint, Inc., a technology company specializing in providing data search and as Vice Presidentprocessing products, Operations from January 1990 November 2000 to December 1992September 2001. Xxxxxx Xxxxxxx X. Xxxx Vice President, Finance, Director and Chief Financial Officer Xx. Xxxx is the Executive Vice President and Chief Financial Officer of Parent and he has served as Vice President, 0000 Xxxxxxx Xx. Financial Officer, Secretary Finance, Chief Financial Officer, Secretary Suite 1040 and Director and as a director of Purchaser in that position since October Oakland, CA 94621 1999 and has held the same positions with Parent since June 19992005. Prior to that timebeing appointed CFO of Parent, Xx. Xxxx served as a director Controller and Assistant Controller of Ascend Parent from July 1995 1991 to June 19992000 and served as the Chief Accounting Officer of Parent from 2000 to 2005. Xxxxxxx X. Xxxxxx Secretary Xx. Xxxx served as Executive Xxxxxx is Senior Vice President, Planning Legal of Ascend from October 1997 to January 1998 Parent and as Vice President of Finance and Chief Financial Officer of Ascend from January 1994 to October 1997. Xx. Xxxx also serves on the Board of Directors of the Bank of Alameda, Timesink, Inc., Spear Technologies, Inc. and Northpoint Communications, Inc. Xxxxxxxx X. Xxxxxx Vice President, Research and Xx. Xxxxxx has served as Vice Presidentin that capacity since September, 0000 Xxxxxxx Xx2006. Development, Chief Technical Research and Development, Chief Technical Suite 1040 Officer and Director Officer and as a director Table of Purchaser since Oakland, CA 94621 October 1999 and has held the same positions with Parent since June 1999. Prior to that time, Xx. Xxxxxx served as Executive Vice President of Advanced Products and Chief Technical Officer of Ascend from June 1995 to June 1999, and as Vice President of Engineering for Ascend from January 1994 to June 1995 and served in various other management positions with Ascend from 1989 to 1993. ANNEX II Set forth below is Section 262 of the General Corporation Law of the State of Delaware regarding appraisal rights, which rights will only be available in connection with the Merger. SECTION 262 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWAREContents

DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER. The following Set forth in the table sets forth below are the name and the present principal occupations or employment and citizenship and the name, principal business address, present principal and address of any corporation or other organization in which such occupation or employment is conducted, and the five-year employment history and position with Purchaser of each director of the directors and executive officer officers of Purchaser. The principal business address of Purchaser and, unless otherwise indicated, the business address of each person identified below, is the World Trade Center, Xxxxxxxxxxxxxxxxxxx 00, XX-000 00 Xxxxxxxxx, Xxxxxx. PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT EMPLOYMENT, CITIZENSHIP AND MATERIAL OCCUPATION, NAME POSITIONS OR EMPLOYMENT NAME AND ADDRESS TITLE HELD DURING THE LAST PAST FIVE YEARS ---------------------------- ------------------------------- ---------------------------------------------- ---- ------------------------------------------------------ Xxxx Xxxxxx PresidentPresident since March 13, Chief Executive Xx2000. Xxxxxx He has served as President, Chief 0000 Xxxxxxx Xx. Officer and Director Executive Officer and director of Purchaser Suite 1040 since October 1999 and has held the same Oakland, CA 94621 positions at Parent since June 1999. Xx. Xxxxxx previously served as President, Chief Executive Officer and director of Ascend from June 1995 until June 1999. Prior to that, Xx. Xxxxxx served as Ascend's President, Chief Operating Officer and director from March 1994 to June 1995, as Executive been Vice President from December 1992 to March 1994 and as Vice President, Operations from January 1990 to December 1992. Xxxxxx X. Xxxx Vice President, Finance, Chief Xx. Xxxx has served as Vice President, 0000 Xxxxxxx Xx. Financial Officer, Secretary Finance, Chief Financial Officer, Secretary Suite 1040 and Director and as a director of Purchaser since October Oakland, CA 94621 1999 and has held the same positions with Parent since June 1999. Prior to that time, Xx. Xxxx served as a director of Ascend from July 1995 to June 1999. Xx. Xxxx served as Executive Vice President, Planning of Ascend from October 1997 to January 1998 and as Vice President of Finance and Chief Financial Officer of Ascend from January 1994 to October 1997. Xx. Xxxx also serves on the Board of Directors of the Bank of AlamedaParent since April 1, Timesink, Inc., Spear Technologies, Inc. 1999 and Northpoint Communications, Inc. Xxxxxxxx X. Xxxxxx Vice President, Research Treasurer since September 1998. Prior to such time, he held CFO positions in Esselte AB and XxEBS Inc. He is a Swedish citizen. Xxxxxx has served as X. Xxxxxxxx Vice President, 0000 Xxxxxxx Xx. Development, Chief Technical Research President and Development, Chief Technical Suite 1040 Officer and Director Officer and as a director Treasurer of Purchaser since OaklandMarch 13, CA 94621 October 1999 2000. He has been Vice President Legal Affairs, General Counsel and has held the same positions with Secretary of Parent since June 1999May 1, 1997. Prior to that timeHe has also been Legal Counsel of Autoliv AB since 1989, Xx. Xxxxxx served as Executive General Counsel since 1991 and Vice President of Advanced Products Legal Affairs and Chief Technical Officer of Ascend from June 1995 to June 1999, and as General Counsel since 1994. He is a Swedish citizen. Xxxxxxx Xxxxxxxx Vice President and Secretary since March 13, 2000. He has also been Vice President and General Counsel of Engineering for Ascend Autoliv ASP since March 31, 1998. He was previously Vice President and Special Counsel of Autoliv ASP from January May 1, 1997 to March 31, 1998 and Vice President and General Counsel of Autoliv North America, Inc. from August 1994 to June 1995 and served in various other management positions with Ascend from 1989 to 1993May 1, 1997. ANNEX II Set forth below His business address is Section 262 0000 Xxxxxxx Xxxxx, Xxxxxx Xxxxx, Xxxxxxxx 00000. He is a U.S. citizen. Manually signed facsimile copies of the General Corporation Law Letter of Transmittal will be accepted. Letters of Transmittal and certificates for Shares should be sent or delivered by each stockholder of the State Company or his broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of Delaware regarding appraisal rights, which rights will only be available in connection with its addresses set forth below: The Depositary for the Merger. SECTION 262 Offer is: FIRST CHICAGO TRUST COMPANY OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARENEW YORK

DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER. The following table sets forth the name, business address, present current principal occupation or employment and five-year material occupations, positions, offices or employment history and position with Purchaser for the past five years, of each director and executive officer of PurchaserPurchaser are set forth below. PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND MATERIAL OCCUPATIONThe business address of each director and officer is Xxx Xxxxx Xxxxx, POSITIONS OR EMPLOYMENT NAME AND ADDRESS TITLE HELD DURING THE LAST FIVE YEARS ---------------------------- ------------------------------- ---------------------------------------------- Xxxxxxxxxx Xxxxxxx, Xxx Xxxxxx 00000. All directors and executive officers listed below are United States citizens. Directors of Purchaser are identified by an asterisk. Name Current Principal Occupation or Employment and 5-Year Employment History Xxxx Xxxxxx President, Chief Executive Xx. Xxxxxx X. Xxxxxxxx* Xxxx X. Xxxxxxxx has served as President and Director of Parent from 2014 to present and as Senior Vice President, Chief 0000 Xxxxxxx XxFinance—Global Controller of Merck & Co., Inc. from 2014 to present. Officer Xxxxxxxx Xxxxxxxxxx* Xxxxxxxx Xxxxxxxxxx has served as Senior Vice President, Treasurer and Director Executive Officer and director of Purchaser Suite 1040 since October 1999 and has held the same Oakland, CA 94621 positions at Parent since June 1999. Xx. Xxxxxx previously served as President, Chief Executive Officer and director of Ascend from June 1995 until June 19992019 to present. Prior to that, Xx. Xxxxxx she served as Ascend's President, Chief Operating Officer and director from March 1994 to June 1995, as Executive Vice President from December 1992 to March 1994 and as the Senior Vice President, Operations Finance for GHH of Merck & Co., Inc. from January 1990 2014 to December 19922018. Xxxxxx Xxxxxxx X. Xxxx Vice PresidentXxxxxxx Xxxxxxx X. Xxxxxxx has served as Assistant Treasurer of Parent from 2018 to present. Prior to that, Financehe served as the Executive Director, Chief XxPension Investments of Merck & Co., Inc. from 2017 to 2019 and the Director, Pension Investments of Merck & Co., Inc. from 2007 to 2017. Xxxx Xxxxxxx Xxx Xxxxxxx Xxx has served as Assistant Treasurer of Parent from 2011 to present. Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx has served as Assistant Treasurer of Parent from 2018 to present. Prior to that he served as Executive Director, GHH Finance of Merck & Co., Inc. from 2014 to 2018. Xxx Xxxxxxxxx* Xxx Xxxxxxxxx has served as Director of Parent from 2015 to present and has served as Vice President, 0000 Xxxxxxx Xx. Financial Officerand previously, Secretary Finance, Chief Financial Officer, Secretary Suite 1040 and Director and as a director of Purchaser since October Oakland, CA 94621 1999 and has held the same positions with Parent since June 1999. Prior to that time, Xx. Xxxx served as a director of Ascend from July 1995 to June 1999. Xx. Xxxx served as Executive Assistant Vice President, Planning of Ascend from October 1997 to January 1998 and as Vice President of Finance and Chief Financial Officer of Ascend from January 1994 to October 1997Parent for the last five years. Xx. Xxxx He also serves on the Board of Directors of the Bank of Alameda, Timesink, Inc., Spear Technologies, Inc. and Northpoint Communications, Inc. Xxxxxxxx X. Xxxxxx Vice President, Research and Xx. Xxxxxx has previously served as Vice President, 0000 Xxxxxxx Xx. Development, Chief Technical Research and Development, Chief Technical Suite 1040 Officer and Director Officer and as a director Secretary of Purchaser since Oakland, CA 94621 October 1999 and has held the same positions with Parent since June 1999. Prior from 2014 to that time, Xx. Xxxxxx served as Executive Vice President of Advanced Products and Chief Technical Officer of Ascend from June 1995 to June 1999, and as Vice President of Engineering for Ascend from January 1994 to June 1995 and served in various other management positions with Ascend from 1989 to 1993. ANNEX II Set forth below is Section 262 of the General Corporation Law of the State of Delaware regarding appraisal rights, which rights will only be available in connection with the Merger. SECTION 262 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE2017.