Common use of Extensions of the Offer Clause in Contracts

Extensions of the Offer. BGCP and Purchaser agree that if on any scheduled Expiration Date of the Offer, any of the Offer Conditions (including the Minimum Tender Condition and the other Offer Conditions set forth in Exhibit A) is not satisfied or, in Purchaser’s sole discretion, waived (if such condition is permitted to be waived pursuant to this Agreement and applicable Law), then Purchaser shall, and BGCP shall cause Purchaser to, extend the Offer for successive periods of time of up to ten Business Days (the length of such periods to be determined by BGCP, in its sole discretion) or such number of Business Days as the parties may agree in order to permit the satisfaction of such conditions. Notwithstanding the foregoing, in no event shall Purchaser be required to (i) extend the Offer beyond the Outside Date or (ii) extend the Offer at any time that BGCP or Purchaser is permitted to terminate this Agreement pursuant to Article VII. In addition, Purchaser shall, and BGCP shall cause Purchaser to, extend the Offer (A) for any period or periods required by applicable Law, including applicable rules, regulations, interpretations or positions of the SEC or its staff, or rules of any securities exchange, (B) for a period of five Business Days (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act) following the then scheduled Expiration Date if, within the five Business Day (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act) period prior to such Expiration Date, the GFI Board shall have provided BGCP notice pursuant to Section 5.4(d) of its intention to make a Change in Recommendation and (C) if GFI shall have provided BGCP written notice that BGCP or Purchaser has breached or failed to perform its covenants contained in this Agreement and such breach or failure has resulted in (1) a reduction in the number of Shares of GFI Common Stock subject to the Offer or (2) a reduction in the Offer Price or change in the form of consideration payable in the Offer, for one or more periods of five Business Days (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act) each following the then scheduled Expiration Date until the earlier of (x) the date on which all such breaches cease to exist or are waived by GFI and (y) the date on which this Agreement is terminated in accordance with Section 7.1.

Extensions of the Offer. BGCP and Purchaser agree The Merger Agreement requires that if on any scheduled Expiration Date of the Offer, any of the Offer Conditions (including the Minimum Tender Condition and the other Offer Conditions set forth in Exhibit A) is not satisfied or, in Purchaser’s sole discretion, waived (if such condition is permitted to be waived pursuant to this Agreement and applicable Law), then Purchaser shall, and BGCP shall cause Purchaser to, extend the Offer for successive periods of time of up to ten Business Days (the length of such periods to be determined by BGCP, in its sole discretion) or such number of Business Days as the parties may agree in order to permit the satisfaction of such conditions. Notwithstanding the foregoing, in no event shall Purchaser be required to (i) extend the Offer beyond the Outside Date or (ii) extend the Offer at any time that BGCP or Purchaser is permitted to terminate this Agreement pursuant to Article VII. In addition, Purchaser shall, and BGCP Parent shall cause Purchaser to, extend the Offer (Ai) for one or more consecutive increments of not more than five business days each (or for such longer period as may be agreed by AveXis), if at the scheduled expiration date of the Offer any of the Offer Conditions (other than the Minimum Tender Condition) shall not have been satisfied or waived, until such time as such conditions shall have been satisfied or waived and (ii) for the minimum period or periods required by applicable Lawany rule, including applicable rules, regulations, interpretations regulation or positions interpretation or position of the SEC or its staffthe staff thereof applicable to the Offer; provided that Purchaser shall not be required to extend the Offer beyond the Outside Date. The Initial Outside Date is July 6, or rules 2018, provided that Purchaser may, in the circumstances described below, elect to extend the Outside Date to October 6, 2018. In addition, if at the otherwise scheduled expiration date of any securities exchange, the Offer each Offer Condition (Bother than the Minimum Tender Condition) for a period of five Business Days (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act) following the then scheduled Expiration Date if, within the five Business Day (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act) period prior to such Expiration Date, the GFI Board shall have provided BGCP notice pursuant to Section 5.4(d) of its intention to make a Change in Recommendation been satisfied or waived and (C) if GFI the Minimum Tender Condition shall not have been satisfied, Purchaser shall have provided BGCP written notice that BGCP or the right to (and, if requested by AveXis, Purchaser has breached or failed to perform its covenants contained in this Agreement shall, and such breach or failure has resulted in (1Parent shall cause Purchaser to) a reduction in the number of Shares of GFI Common Stock subject to extend the Offer or (2) a reduction in the Offer Price or change in the form of consideration payable in the Offer, for one or more periods consecutive increments of not more than five Business Days business days each (determined pursuant or for such longer period as may be agreed by AveXis); provided that Purchaser shall not be required to Rule 14d-1(g)(3extend the Offer beyond the Outside Date. If on June 27, 2018, all conditions to the Offer, other than (i) the Minimum Tender Condition and (ii) the Offer Conditions relating to the expiration or termination of the waiting period (or any extensions thereof) under the Exchange Act) each following HSR Act without the imposition a Burdensome Condition or the existence of a legal restraint preventing or prohibiting the consummation of the Offer or the Merger or imposing a Burdensome Condition (solely, in the case of any such legal restraint, relating to a legal restraint in respect of the HSR Act or any competition, merger control, antitrust or similar law of any jurisdiction), shall have been satisfied or waived, then scheduled Expiration Parent may elect to extend the Outside Date until the earlier of (x) the date on which all such breaches cease to exist or are waived by GFI and (y) the date on which this Agreement is terminated in accordance with Section 7.1October 6, 2018.

Extensions of the Offer. BGCP The Merger Agreement contains provisions that govern the circumstances under which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that: • Purchaser is required to extend the Offer if any Offer Condition is not satisfied (other than any Offer Conditions that are by their nature to be satisfied at the Acceptance Time) or waived (to the extent permitted by the Merger Agreement and Purchaser agree that applicable law), for a period of ten business days (or a shorter period as agreed to by the parties to the Merger Agreement). Thereafter, if on at any then scheduled Expiration Date expiration of the Offer, any Offer Condition is not satisfied (other than any Offer Conditions that are by their nature to be satisfied at the Acceptance Time) or waived (to the extent permitted by the Merger Agreement and applicable law), Purchaser is required to extend the Offer on one or more occasions, in consecutive increments of ten business days (or a shorter period as agreed to by the parties to the Merger Agreement); provided, however, that Purchaser is not required to so extend the Offer (i) if any Offer Condition is not capable of being satisfied on or before the Outside Date or (ii) to a date subsequent to the earlier of (A) the valid termination of the Merger Agreement or (B) the Outside Date (the earlier of which, the “Extension Deadline”). Notwithstanding the foregoing, if at any then scheduled expiration of the Offer, all of the Offer Conditions (including other than the Minimum Tender Condition and any Offer conditions that are by their nature to be satisfied at the other Offer Conditions set forth in Exhibit AAcceptance Time) is not have been satisfied or, in Purchaser’s sole discretion, or waived (if such condition is to the extent permitted to be waived pursuant to this by the Merger Agreement and applicable Law)law) and the Table of Contents Minimum Tender Condition has not been satisfied, then Purchaser shall, and BGCP shall cause Purchaser to, is not required to extend the Offer for successive periods more than two additional consecutive increments of time of up to ten Business Days business days (the length of such periods to be determined by BGCP, in its sole discretion) or such number of Business Days shorter periods as agreed to by the parties may agree in order to permit the satisfaction of such conditions. Notwithstanding the foregoingMerger Agreement); provided, however, that in no event shall Purchaser be required to (i) extend the Offer beyond the Outside Date Extension Deadline. • Purchaser is required to extend the Offer on one or more occasions for the minimum period required by any rule, regulation, interpretation or position of the SEC or Nasdaq (or their respective staff) applicable to the Offer. • Purchaser is not permitted to extend the Offer beyond the Extension Deadline without Aimmune’s prior consent. The Merger Upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the DGCL, Purchaser will merge with and into Aimmune. The closing of the Merger will take place as soon as reasonably practicable after the Acceptance Time and in any event no later than 10:00 a.m., New York City time, on the first business day after the occurrence of the Acceptance Time and the satisfaction or waiver of any of the other Merger Conditions (as defined below). Following the Merger, the separate corporate existence of Purchaser will cease, and Aimmune will continue as the surviving corporation in the Merger as a wholly owned subsidiary of Nestlé (the “Surviving Corporation”). The Merger will be governed by Section 251(h) of the DGCL and will be effected without a vote of Aimmune’s stockholders. At the date and time at which the Merger becomes effective (the “Effective Time”), by virtue of the Merger and without any action on the part of the holders of any shares of capital stock of Nestlé, Purchaser or Aimmune, (i) each share of capital stock of Purchaser issued and outstanding immediately prior to the Effective Time will be automatically converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation; (ii) extend each Share issued and outstanding immediately prior to the Offer at any time Effective Time that BGCP is directly owned by Nestlé or Purchaser is permitted to terminate this Agreement at such time (including all Shares accepted for payment pursuant to Article VIIthe Offer, whether or not such shares are registered in the name of Purchaser or any of its affiliates as of the Effective Time) or held in the treasury of Aimmune or owned by any wholly owned subsidiary of Aimmune, will automatically be canceled and cease to exist, and no consideration will be delivered in exchange therefor; and (iii) each Share issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with the foregoing and any Dissenting Shares held by a person who is entitled to appraisal rights under Section 262 of the DGCL and has complied with all the provisions of the DGCL concerning the rights of holders of Shares to require appraisal of such Shares) will automatically be converted into the right to receive the Merger Consideration. Dissenting Shares will not be converted into the right to receive the Merger Consideration, but will become the right to receive the fair value of such Shares pursuant to the procedures set forth in Section 262 of the DGCL. In addition, Purchaser shallat the Effective Time: • the certificate of incorporation of Aimmune as in effect on the date of the Merger Agreement will be amended and restated to read as set forth on Exhibit A to the Merger Agreement, and BGCP shall cause Purchaser to, extend as so amended and restated will be the Offer (A) for any period or periods required by applicable Law, including applicable rules, regulations, interpretations or positions certificate of incorporation of the SEC Surviving Corporation until thereafter changed or its staff, or rules of any securities exchange, amended (B) for a period of five Business Days (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act) following the then scheduled Expiration Date if, within the five Business Day (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act) period prior to such Expiration Date, the GFI Board shall have provided BGCP notice pursuant to Section 5.4(d) of its intention to make a Change in Recommendation and (C) if GFI shall have provided BGCP written notice that BGCP or Purchaser has breached or failed to perform its covenants contained in this Agreement and such breach or failure has resulted in (1) a reduction in the number of Shares of GFI Common Stock subject to the Offer or (2) a reduction in the Offer Price or change in the form of consideration payable in the Offer, for one or more periods of five Business Days (determined pursuant to Rule 14d-1(g)(3) provisions described under the Exchange Act) each following subsection “—Indemnification, Exculpation and Insurance”); • the then scheduled Expiration Date bylaws of Aimmune as in effect on the date of the Merger Agreement will be amended and restated to read the same as the bylaws of Purchaser as in effect immediately prior to the Effective Time, and as so amended and restated will be the bylaws of the Surviving Corporation until thereafter changed or amended (subject to the provisions described under the subsection “—Indemnification, Exculpation and Insurance”); Table of Contents • the directors of Purchaser immediately prior to the Effective Time will, from and after the Effective Time, be the directors of the Surviving Corporation until the earlier of (x) their resignation or removal or until their respective successors are duly elected and qualified, as the date on which all such breaches cease case may be; and • the officers of Aimmune immediately prior to exist the Effective Time will, from and after the Effective Time, be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are waived by GFI duly elected and (y) qualified, as the date on which this Agreement is terminated in accordance with Section 7.1case may be.

Extensions of the Offer. BGCP The Merger Agreement requires that Purchaser will, and Parent will cause Purchaser agree that if on to, extend the Offer (i) for the minimum period as required by any scheduled Expiration Date applicable law or any rule, regulation, interpretation or position of the SEC, the staff thereof or NASDAQ or the staff thereof, applicable to the Offer, the Schedule 14D-9 or the Offer documents; provided, however, that Purchaser will not be required to extend the Offer to a date later than the Termination Date, (ii) if, at the then-scheduled Offer Expiration Time, the Company has delivered written notice to Parent in accordance with the Merger Agreement that the Company intends to effect an Adverse Recommendation Change (as defined below) and/or terminate the Merger Agreement due to its receipt of a Superior Proposal or the occurrence of an Intervening Event (each, as defined below), the Offer Expiration Time will be extended on one or more occasions so that the Offer Expiration Time does not occur earlier than the close of business on the second business day after the applicable notice period in the Merger Agreement has expired; provided, however, that Purchaser will not be required to extend the Offer to a date later than the Termination Date, (iii) if, at the then-scheduled Offer Expiration Time, the Company brings or will have brought any legal action in accordance with the Merger Agreement to enforce specifically the performance of the terms and provisions of the Merger Agreement by Parent or Purchaser, the Expiration Time will be extended (A) for the period during which such action is pending or (B) by such other time period established by the governmental authority presiding over such action, as the case may be; provided, however, that Purchaser will not be required to extend the Offer to a date later than the Termination Date, (iv) if, at the then-scheduled Offer Expiration Time, any of the offer conditions (other than those conditions that by their terms are to be satisfied at the Offer Conditions closing) has not either been (including A) satisfied or (B) waived by Parent and Purchaser (to the extent such waiver is permitted under the Merger Agreement and applicable law), then Purchaser will, and Parent will cause Purchaser to, extend the Offer on one or more occasions in consecutive periods of five business days each (with each such period to end at 5:00 p.m., New York City time, on the last business day of such period) (or such other duration as may be agreed to by Parent and the Company) in order to permit the satisfaction of such Offer condition or conditions; provided, that if at the otherwise scheduled Offer Expiration Time, all of the Offer conditions (other than the Minimum Tender Condition and the other Offer Conditions set forth in Exhibit Aconditions that by their terms are to be satisfied at the Offer closing) is not will have been satisfied or, in Purchaser’s sole discretion, or waived (if such condition to the extent waiver is permitted to be waived pursuant to this under the Merger Agreement and applicable Lawlaw), then Purchaser shallmay, and BGCP shall Purchaser will upon receipt of the Company’s written request, extend the Offer for up to four occasions, in the aggregate, in consecutive periods of five business days each (or for such longer period as may be agreed in writing by Parent and the Company); provided, further, that if at the otherwise scheduled Offer Expiration Time, all of the Offer conditions (other than the Inside Date Condition and the other Offer conditions that by their terms are to be satisfied at the Offer closing) will have been satisfied or waived, Purchaser will, and Parent will cause Purchaser to, extend the Offer for successive periods of time of up to ten Business Days (until 5:00 p.m., New York City time, on the length of such periods to be determined by BGCPfirst business day after July 1, in its sole discretion) or such number of Business Days as the parties may agree in order to permit the satisfaction of such conditions. Notwithstanding the foregoing2022; provided, in no event shall further, that Purchaser will not be required to (i) extend the Offer beyond to a date later than the Outside Date or (ii) extend the Offer at any time that BGCP or Purchaser is permitted to terminate this Agreement pursuant to Article VII. In addition, Purchaser shall, and BGCP shall cause Purchaser to, extend the Offer (A) for any period or periods required by applicable Law, including applicable rules, regulations, interpretations or positions of the SEC or its staff, or rules of any securities exchange, (B) for a period of five Business Days (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act) following the then scheduled Expiration Date if, within the five Business Day (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act) period prior to such Expiration Termination Date, the GFI Board shall have provided BGCP notice pursuant to Section 5.4(d) of its intention to make a Change in Recommendation and (C) if GFI shall have provided BGCP written notice that BGCP or Purchaser has breached or failed to perform its covenants contained in this Agreement and such breach or failure has resulted in (1) a reduction in the number of Shares of GFI Common Stock subject to the Offer or (2) a reduction in the Offer Price or change in the form of consideration payable in the Offer, for one or more periods of five Business Days (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act) each following the then scheduled Expiration Date until the earlier of (x) the date on which all such breaches cease to exist or are waived by GFI and (y) the date on which this Agreement is terminated in accordance with Section 7.1.