Common use of No Solicitation and Superior Proposal Provisions Clause in Contracts

No Solicitation and Superior Proposal Provisions. The Merger Agreement provides that neither Cerner nor any of its Subsidiaries will, nor will Cerner or any of its Subsidiaries authorize or knowingly permit any of the senior vice presidents and higher officers and directors of Cerner or any of its applicable Subsidiaries or any of Cerner’s financial and outside legal advisors (“Specified Representatives”) to, and Cerner will instruct, and cause each of its applicable Subsidiaries to instruct, the Specified Representatives not to directly or indirectly, solicit, initiate or knowingly take any action to facilitate or encourage the submission of any Acquisition Proposal or make any inquiry, offer or proposal that would reasonably be expected to lead to any Acquisition Proposal or, subject to the exceptions described in the immediately subsequent paragraph, (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to Cerner or any of its Subsidiaries to, afford access to the business, properties, assets, books or records of Cerner or any of its Subsidiaries to knowingly assist, participate in, facilitate or encourage any effort by, any third party that is seeking to make, or has made, any Acquisition Proposal, (ii) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of Table of Contents equity securities of Cerner or any of its Subsidiaries or approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL, (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other contract relating to any Acquisition Proposal (other than a confidentiality agreement contemplated in the immediately subsequent paragraph) or enter into any agreement or agreement in principle requiring Cerner to abandon, terminate or fail to consummate the transactions contemplated by the Merger Agreement or breach its obligations thereunder, or (iv) resolve, propose or agree to do any of the foregoing. The Merger Agreement provides that any violation of the foregoing restrictions by any Specified Representatives of Cerner or any of its Subsidiaries will be deemed to be a breach by Cerner of the provisions of the Merger Agreement providing for such restrictions. The Merger Agreement also provides that Cerner will, and will cause its applicable Subsidiaries and its and their respective Specified Representatives to, cease immediately and cause to be terminated, and will not authorize or knowingly permit any of its or their Specified Representatives to continue, any and all existing activities, discussions or negotiations, if any, with any third party conducted prior to the date of the Merger Agreement with respect to any Acquisition Proposal and use reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of Cerner or any of its Subsidiaries that was furnished by or on behalf of Cerner and its Subsidiaries to return or destroy (and confirm destruction of) all such information pursuant to the terms of any binding agreement to do so. If any Specified Representative (other than any financial advisor or outside legal counsel) is made aware of an action by any of the directors, officers, employees, financial advisors, attorneys, accountants, consultants, agents and other authorized representatives (“Representatives”) of Cerner or any of its Subsidiaries that would constitute a breach of the restrictions described above if taken by Cerner or any of its Subsidiaries, and Cerner does not use its reasonable best efforts to prohibit any further such action or terminate such action, then such action will be deemed to constitute a breach by Cerner of the provisions of the Merger Agreement providing for such restrictions. The Merger Agreement provides that, notwithstanding the provisions of the Merger Agreement which are summarized in the preceding paragraph or anything else to the contrary in the Merger Agreement, at any time prior to Acceptance Time, the Cerner Board, directly or indirectly, through any Representative, may engage in negotiations or discussions with any third party that has made (and not withdrawn) a bona fide unsolicited Acquisition Proposal in writing after the date of the Merger Agreement that did not result from or arise out of a breach of the restrictions set forth in the Merger Agreement and summarized in the preceding paragraph and that the Cerner Board believes in good faith, after consultation with its outside legal counsel and financial advisors of nationally recognized reputation, constitutes or would reasonably be expected to result in a Superior Proposal and thereafter furnish to such third party and its Representatives (including, for these purposes, sources of financing) non-public information relating to Cerner or any of its Subsidiaries pursuant to a confidentiality agreement that contains terms no less favorable to Cerner than those contained in Cerner’s confidentially agreement with Oracle and contains additional provisions that expressly permit Cerner to comply with the non-solicitation provision of the Merger Agreement (an “Acceptable Confidentiality Agreement”) (a copy of which Acceptable Confidentiality Agreement shall be promptly and in any event within 24 hours provided for informational purposes only to Parent) provided, in each case, that the Cerner Board determines in good faith, after consultation with outside legal counsel to the Cerner Board, that the failure to take such action would be a breach of its fiduciary duties to Cerner’s stockholders under applicable law or regulation. The Merger Agreement provides that Cerner will not be permitted to take any of the actions described in the provisions of the Merger Agreement which are summarized in the previous paragraph unless, at least three Business Days prior to taking such action, Cerner notifies Parent in writing that it intends to take such action (it being agreed in the Merger Agreement that Cerner shall only be required to provide the notice required by this sentence to Parent on one occasion with respect to any particular third party, and this parenthetical does not have any impact on the notification and other obligations of Cerner contained in the Merger Agreement and summarized in this paragraph). The Merger Agreement further provides that Cerner will also promptly (but in no event later than 24 hours) notify Parent after it obtains knowledge of the receipt by Cerner (or any of its Specified Representatives) of any Acquisition Proposal or any request for non-public information relating to Table of Contents Cerner or any of its Subsidiaries or for access to the business, properties, assets, books or records of Cerner or any of its Subsidiaries by any third party, in each case in connection with any Acquisition Proposal. The Merger Agreement provides that, in such notice, Cerner will identify the third party making, and the material terms and conditions or a copy of, such Acquisition Proposal submitted by such third party. Cerner is also required to promptly provide Parent with any non-public information concerning the business, present or future performance, financial condition or results of operations of Cerner (or any of its Subsidiaries), provided to any third party that was not previously provided to Parent. The Merger Agreement provides that, commencing upon the provision of any notice referred to in this paragraph above, Cerner will: • on a reasonable and prompt basis, advise Parent (or its counsel) of any changes to the material terms and any material amendments or proposed amendments to price or other material terms of such Acquisition Proposal; • keep Parent informed on a reasonably current basis, of any material developments related to the terms, conditions or negotiations associated with such Acquisition Proposal; and • within 24 hours of receipt or delivery thereof, provide Parent (or its outside counsel) with copies of all material documents and material written or electronic communications embodying, describing or amending any such Acquisition Proposal (including the financing thereof).

No Solicitation and Superior Proposal Provisions. The Merger Agreement provides that neither Cerner the Company nor any of its Subsidiaries will, nor will Cerner the Company or any of its Subsidiaries authorize or knowingly permit any of their directors, officers, employees, financial advisors, attorneys, accountants, consultants, agents, or other authorized representatives (collectively, the senior vice presidents and higher officers and directors of Cerner or any of its applicable Subsidiaries or any of Cerner’s financial and outside legal advisors (“Specified Representatives”) to, and Cerner the Company will instruct, and cause each of its applicable Subsidiaries to instruct, the Specified Representatives each such Representative not to to, directly or indirectly, solicit, initiate or knowingly take any action to facilitate or encourage the submission of any Acquisition Proposal (as defined below) or make any inquiry, offer or proposal that would reasonably be expected to lead to any Acquisition Proposal or, subject to the exceptions described in the immediately subsequent paragraph, or (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to Cerner the Company or any of its Subsidiaries to, afford access to the business, properties, assets, books or records of Cerner the Company or any of its Subsidiaries to or otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any third party that is seeking to make, or has made, any Acquisition Proposal, (ii) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of Table of Contents equity securities of Cerner the Company or any of its Subsidiaries or approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL, (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other contract relating to any Acquisition Proposal (other than a confidentiality agreement contemplated in the immediately subsequent paragraph) or enter into any agreement or agreement in principle requiring Cerner the Company to abandon, terminate or fail to consummate the transactions contemplated by the Merger Agreement or breach its obligations thereunder, or (iv) resolve, propose or agree to do any of the foregoing. The Merger Agreement provides that any violation of the foregoing restrictions by any Specified Subsidiary of the Company or Representatives of Cerner the Company or any of its Subsidiaries will be deemed to be a breach by Cerner the Company of the provisions of the Merger Agreement providing for such restrictions. The Merger Agreement also provides that Cerner the Company will, and will cause its applicable Subsidiaries and its and their respective Specified Representatives to, cease immediately and cause to be terminated, and will not authorize or knowingly permit any of its or their Specified Representatives to continue, any and all existing activities, discussions or negotiations, if any, with any third party conducted prior to the date of the Merger Agreement with respect to any Acquisition Proposal and will use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of Cerner the Company or any of its Subsidiaries that was furnished by or on behalf of Cerner the Company and its Subsidiaries to return or destroy (and confirm destruction of) all such information pursuant to the terms of any binding agreement to do so. If any Specified Representative (other than any financial advisor or outside legal counsel) is made aware of an action by any of the directors, officers, employees, financial advisors, attorneys, accountants, consultants, agents and other authorized representatives (“Representatives”) of Cerner or any of its Subsidiaries that would constitute a breach of the restrictions described above if taken by Cerner or any of its Subsidiaries, and Cerner does not use its reasonable best efforts to prohibit any further such action or terminate such action, then such action will be deemed to constitute a breach by Cerner of the provisions of the Merger Agreement providing for such restrictionsinformation. The Merger Agreement provides that, notwithstanding the provisions of the Merger Agreement which are summarized in the preceding paragraph or anything else to the contrary in the Merger Agreementparagraph, at any time prior to Acceptance Time, the Cerner Company Board, directly or indirectly, through any Representative, may engage in negotiations or discussions with any third party that has made (and not withdrawn) a bona fide unsolicited Acquisition Proposal in writing after the date of the Merger Agreement that did not result from or arise out of a breach of the restrictions set forth in the Merger Agreement and summarized in the preceding paragraph such provisions and that the Cerner Company Board believes in good faith, after consultation with its outside legal counsel and financial advisors advisor of nationally recognized reputation, constitutes or would reasonably be expected to result in lead to a Superior Proposal (as defined below) and thereafter furnish to such third party and its Representatives (including, for these purposes, sources of financing) non-public information relating to Cerner the Company or any of its Subsidiaries pursuant to a confidentiality agreement that contains terms no less favorable to Cerner than those contained meets the requirements set forth in Cerner’s confidentially agreement with Oracle and contains additional provisions that expressly permit Cerner to comply with the non-solicitation provision of the Merger Agreement (an “Acceptable Confidentiality Agreement”) (a copy of which Acceptable Confidentiality Agreement shall be promptly and in any event within 24 hours provided for informational purposes only to Parent) provided, in each case, that the Cerner Company Board determines in good faith, after consultation with outside legal counsel to the Cerner Boardcounsel, that the failure to take such action would be a breach of its fiduciary duties to Cerner’s the stockholders of the Company under applicable law or regulationlaw. The Merger Agreement provides that Cerner the Company will not be permitted to take any of the actions described in the provisions of the Merger Agreement which are summarized in the previous paragraph unless, at least three Business Days 24 hours prior to taking such action, Cerner the Company notifies Parent in writing that it intends to take such action (it being agreed in understood that (i) the Merger Agreement that Cerner shall Company will only be required to provide the notice required by this sentence to Parent on one occasion with respect to any particular third party, party and (ii) this parenthetical does not will have any no impact on the notification and other obligations of Cerner the Company contained in the Merger Agreement and Agreement, which are summarized in this paragraph). The Merger Agreement further provides that Cerner the Company will also promptly (but and, in no event later than any event, within 24 hours) notify Parent after it obtains knowledge of the receipt by Cerner the Company (or any of its Specified Representatives) of any Acquisition Proposal Proposal, any inquiry, offer or proposal that would reasonably be expected to lead to an Acquisition Proposal, or any request for non-public information relating to Table of Contents Cerner the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of Cerner the Company or any of its Table of Contents Subsidiaries by any third party, in each case in connection with any Acquisition Proposal or inquiry, offer or proposal that would reasonably be expected to lead to an Acquisition Proposal. The Merger Agreement provides that, in such notice, Cerner the Company will identify the third party making, and the material terms and conditions or a copy of, any such Acquisition Proposal, inquiry, offer, proposal or request. The Merger Agreement provides that the Company will: • on a reasonable and prompt basis, advise Parent (or its counsel) of the progress of negotiations concerning any Acquisition Proposal, the material resolved and unresolved issues related thereto and any other material matters identified with reasonable specificity by Parent (or its counsel) and the material details (including material amendments or proposed amendments as to price and other material terms) of any such Acquisition Proposal, request or inquiry; • promptly upon receipt or delivery thereof, provide Parent (or its outside counsel) with copies of all material documents and material written or electronic communications relating to any such Acquisition Proposal submitted by such third party. Cerner is also required to (including the financing thereof), request or inquiry exchanged between the Company, its Subsidiaries or any of their respective officers, directors, employees or Representatives, on the one hand, and the Person making an Acquisition Proposal or any of its affiliates, or their respective officers, directors, employees, or Representatives, on the other hand; • promptly provide Parent with any non-public information concerning the business, present or future performance, financial condition or results of operations of Cerner the Company (or any of its Subsidiaries), provided to any third party that was not previously provided to Parent. The Merger Agreement provides that, commencing upon the provision of any ; and • provide Parent with at least 48 hours’ prior notice referred to in this paragraph above, Cerner will: • on a reasonable and prompt basis, advise Parent (or its counselsuch lesser period of prior notice provided to the members of the Company Board) of any changes meeting of the Company Board at which the Company Board is reasonably expected to the material terms and consider any material amendments or proposed amendments to price or other material terms of such Acquisition Proposal; • keep Parent informed on a reasonably current basis, of any material developments related to the terms, conditions or negotiations associated with such Acquisition Proposal; and • within 24 hours of receipt or delivery thereof, provide Parent (or its outside counsel) with copies of all material documents and material written or electronic communications embodying, describing or amending any such Acquisition Proposal (including the financing thereof).

No Solicitation and Superior Proposal Provisions. The Merger Agreement provides that neither Cerner nor any of its Subsidiaries willthat, nor will Cerner or any of its Subsidiaries authorize or knowingly permit any of during the senior vice presidents and higher officers and directors of Cerner or any of its applicable Subsidiaries or any of Cerner’s financial and outside legal advisors (“Specified Representatives”) toPre-Closing Period, CoLucid shall not, and Cerner will instructCoLucid shall ensure that its representatives do not, and cause each of its applicable Subsidiaries to instruct, the Specified Representatives not to directly or indirectlyindirectly (i) initiate, solicit, initiate or knowingly take encourage or facilitate (including through the furnishing of any action to facilitate or encourage nonpublic information) the submission or announcement of any Acquisition Takeover Proposal (as defined below) or make any inquiry, indication of interest, offer or proposal that would reasonably be expected to lead to any Acquisition a Takeover Proposal or, subject to the exceptions described in the immediately subsequent paragraph, (ia “Takeover Inquiry”); (ii) conduct participate or engage in any discussions or negotiations regarding, or furnish to any person any information in connection with, disclose or knowingly take any non-public information relating action to Cerner facilitate any inquiry or the making of any proposal that constitutes, or would reasonably be expected to lead to, any Takeover Proposal or Takeover Inquiry; (iii) approve, endorse or recommend any Takeover Proposal (or resolve or publicly propose to do any of its Subsidiaries to, afford access to the business, properties, assets, books foregoing); or records of Cerner or any of its Subsidiaries to knowingly assist, participate in, facilitate or encourage any effort by, any third party that is seeking to make, or has made, any Acquisition Proposal, (ii) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of Table of Contents equity securities of Cerner or any of its Subsidiaries or approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL, (iiiiv) enter into any agreement, agreement in principle, letter of intentintent or similar document with respect to, term sheetor any contract contemplating or otherwise relating to, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement any Takeover Proposal or other contract relating to any Acquisition Proposal Takeover Inquiry (other than a confidentiality agreement contemplated in the immediately subsequent paragraphan Acceptable Confidentiality Agreement) or enter into accept any agreement Takeover Proposal (or agreement in principle requiring Cerner to abandon, terminate resolve or fail to consummate the transactions contemplated by the Merger Agreement or breach its obligations thereunder, or (iv) resolve, publicly propose or agree to do any of the foregoing). The Merger Agreement provides that any violation each stockholder of the foregoing restrictions by any Specified Representatives CoLucid that is a party to a Tender and Support Agreement Table of Cerner or any Contents and each of its Subsidiaries will such stockholder’s directors, officers and employees shall be deemed to be a breach by Cerner representative of CoLucid for purposes of the non-solicitation provisions of the Merger Agreement. Any action taken by any representative of CoLucid which, if taken by CoLucid, would be a breach of the provisions set forth in the non-solicitation provisions of the Merger Agreement providing for such restrictions. The Merger Agreement also provides that Cerner will, and will cause its applicable Subsidiaries and its and their respective Specified Representatives to, cease immediately and cause to be terminated, and will not authorize or knowingly permit any of its or their Specified Representatives to continue, any and all existing activities, discussions or negotiations, if any, with any third party conducted prior to the date of the Merger Agreement with respect to any Acquisition Proposal and use reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of Cerner or any of its Subsidiaries that was furnished by or on behalf of Cerner and its Subsidiaries to return or destroy (and confirm destruction of) all such information pursuant to the terms of any binding agreement to do so. If any Specified Representative (other than any financial advisor or outside legal counsel) is made aware of an action by any of the directors, officers, employees, financial advisors, attorneys, accountants, consultants, agents and other authorized representatives (“Representatives”) of Cerner or any of its Subsidiaries that would constitute a breach of the restrictions described above if taken by Cerner or any of its Subsidiaries, and Cerner does not use its reasonable best efforts to prohibit any further such action or terminate such action, then such action will be deemed to constitute a breach thereof by Cerner of CoLucid. Notwithstanding the provisions of the Merger Agreement providing for such restrictions. The Merger Agreement provides thatforegoing, notwithstanding the provisions of the Merger Agreement which are summarized in the preceding paragraph or anything else if prior to the contrary in the Merger Agreement, at any time prior to Acceptance Time, the Cerner Board, directly or indirectly, through any Representative, may engage in negotiations or discussions with any CoLucid receives an unsolicited written Takeover Proposal from a third party that has made not been withdrawn, CoLucid and its representatives may (x) furnish access and not withdrawnnonpublic information with respect to CoLucid to the person making such Takeover Proposal and its representatives, pursuant to an Acceptable Confidentiality Agreement (as defined below) a bona fide unsolicited Acquisition and (y) enter into and participate in discussions or negotiations with such person making such Takeover Proposal and its representatives, in writing after the date case of each of clauses (x) and (y), if and only if: (1) there shall have been no material breach or violation of the Merger Agreement that did not result from or arise out of a breach terms of the restrictions set forth non-solicitation provisions contained in the Merger Agreement and summarized in connection with such person making such Takeover Proposal; (2) prior to taking any action contemplated in clauses (x) or (y) with respect to such person, the preceding paragraph and that CoLucid Board or the Cerner Board believes CoLucid Special Committee shall have determined in good faith, faith (after consultation with its outside legal counsel and the CoLucid Board’s financial advisors of nationally recognized reputationadvisor) that the failure to do so would be inconsistent with its fiduciary duties to CoLucid’s stockholders under applicable law; and (3) contemporaneously with furnishing or making available any information to such person, constitutes CoLucid furnishes or would reasonably be expected makes available such information to result in a Superior Proposal and thereafter furnish Lilly (to the extent not previously furnished or made available to Lilly). Any nonpublic information furnished to such third party and its Representatives (including, for these purposes, sources of financing) non-public information relating to Cerner or any of its Subsidiaries pursuant shall be subject to a confidentiality agreement with CoLucid in customary form that contains terms (i) is no less favorable to Cerner CoLucid with respect to confidentiality than those contained in Cerner’s confidentially agreement the Confidentiality Agreement, dated September 19, 2016, by and between CoLucid and Lilly (the “Confidentiality Agreement”) and (ii) does not prohibit CoLucid from complying with Oracle and contains additional provisions that expressly permit Cerner to comply with its obligations under the non-solicitation provision provisions of the Merger Agreement (an “Acceptable Confidentiality Agreement”) (a copy of which Acceptable Confidentiality ). Nothing contained in the Merger Agreement shall be promptly prohibit CoLucid, the CoLucid Board or the CoLucid Special Committee from stating and in any event within 24 hours provided for informational purposes only disclosing to Parentthe CoLucid stockholders a position contemplated by Rules 14d-9 and 14e 2(a) promulgated under the Exchange Act; provided, in each casehowever, that (A) the Cerner non-solicitation provisions of the Merger Agreement shall not be deemed to permit the CoLucid Board determines in good faith, after consultation with outside legal counsel or the CoLucid Special Committee to make a Company Adverse Change Recommendation except to the Cerner Boardextent specifically permitted therein and (B) any such communication or disclosure, that the failure other than any “stop, look and listen” communication by or on behalf of CoLucid pursuant to take such action would Rule 14d-9(f), shall be deemed to be a breach of its fiduciary duties to Cerner’s stockholders under applicable law or regulationCompany Adverse Change Recommendation unless the CoLucid Board and the CoLucid Special Committee expressly publicly reaffirms the Company Board Recommendation in such disclosure. The Merger Agreement provides that Cerner will not be permitted to take any of the actions described in the provisions of the Merger Agreement which are summarized in the previous paragraph unless, at least three Business Days prior to taking such action, Cerner notifies Parent in writing that it intends to take such action CoLucid shall (it being agreed in the Merger Agreement that Cerner shall only be required to provide the notice required by this sentence to Parent on one occasion with respect to any particular third party, and this parenthetical does not have any impact on the notification and other obligations of Cerner contained in the Merger Agreement and summarized in this paragraph). The Merger Agreement further provides that Cerner will also i) promptly (but in no event later than within 24 hours) notify Parent after it obtains knowledge Lilly in writing of the receipt by Cerner (or any of its Specified Representatives) of any Acquisition Takeover Proposal or any request for non-public information relating to Table Takeover Inquiry, (ii) provide Xxxxx with a reasonably detailed summary of Contents Cerner or any of its Subsidiaries or for access to the business, properties, assets, books or records of Cerner or any of its Subsidiaries by any third party, in each case in connection with any Acquisition Proposal. The Merger Agreement provides that, in such notice, Cerner will identify the third party making, and the material terms and conditions thereof (including the identity of the person making such Takeover Proposal or Takeover Inquiry) and copies of any written materials received from or on behalf of such person relating to such Takeover Proposal or Takeover Inquiry, (iii) keep Xxxxx reasonably informed of any material developments, discussions or negotiations regarding such Takeover Proposal or Takeover Inquiry (including any material modifications to the financial or other material terms and conditions of such Takeover Proposal or Takeover Inquiry) on a copy ofprompt basis (and provide copies of any written materials received from or on behalf of such person relating to such Takeover Proposal or Takeover Inquiry) and (iv) upon the request of Lilly, reasonably inform it of the status of such Acquisition Takeover Proposal submitted by such third partyor Takeover Inquiry. Cerner is The Merger Agreement also required provides that CoLucid shall, and shall ensure that its representatives immediately cease all discussions and negotiations that commenced prior to promptly provide Parent the date of the Merger Agreement with any non-public information concerning the business, present person (other than Lilly) relating to any Takeover Proposal or future performance, financial condition or results of operations of Cerner (Takeover Inquiry. CoLucid also shall promptly terminate all physical and electronic data room access previously granted to any such person or any of its Subsidiaries), representatives and request the return or destruction of all confidential information provided by or on CoLucid’s behalf to any third party that was not previously provided to Parent. The Merger Agreement provides that, commencing upon the provision of any notice referred to in this paragraph above, Cerner will: • on a reasonable and prompt basis, advise Parent (such person or its counsel) representatives after the date of any changes to the material terms and any material amendments or proposed amendments to price or other material terms of such Acquisition Proposal; • keep Parent informed on a reasonably current basis, of any material developments related to the terms, conditions or negotiations associated with such Acquisition Proposal; and • within 24 hours of receipt or delivery thereof, provide Parent (or its outside counsel) with copies of all material documents and material written or electronic communications embodying, describing or amending any such Acquisition Proposal (including the financing thereof)Merger Agreement.

No Solicitation and Superior Proposal Provisions. The Merger Agreement provides that neither Cerner nor any that, during the Pre-Closing Period, TubeMogul shall not, and TubeMogul shall cause its subsidiaries and representatives of TubeMogul and its Subsidiaries willsubsidiaries not to, nor will Cerner or any of its Subsidiaries authorize (i) solicit, initiate, or knowingly permit any of the senior vice presidents and higher officers and directors of Cerner or any of its applicable Subsidiaries or any of Cerner’s financial and outside legal advisors (“Specified Representatives”) to, and Cerner will instruct, and cause each of its applicable Subsidiaries to instruct, the Specified Representatives not to directly or indirectly, solicit, initiate or knowingly take any action to facilitate or encourage the submission of of, any Acquisition Takeover Proposal (as defined below) or make any inquiry, proposal, offer or proposal indication of interest that would reasonably be expected to lead to any Acquisition a Takeover Proposal or, subject to the exceptions described in the immediately subsequent paragraph(a "Takeover Inquiry"), (iii) conduct approve or recommend any Takeover Proposal, enter into any agreement, agreement-in-principle or letter of intent with respect to or accept any Takeover Proposal or Takeover Inquiry (or resolve to or publicly propose to do any of the foregoing), (iii) participate or engage in any discussions or negotiations regarding, or furnish to any Person any information in connection with, disclose or knowingly take any non-public information relating action to Cerner facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Takeover Proposal or Takeover Inquiry, or (iv) terminate, amend, waive or fail to enforce any rights under any "standstill" or other similar agreement between TubeMogul or any of its Subsidiaries subsidiaries and any Parent (other than Adobe); provided, however, that prior to the Acceptance Time, in response to an unsolicited written Takeover Proposal from a third party that has not been withdrawn and that the TubeMogul Board determines in good faith (after receiving the advice of its financial advisor and outside counsel) is, or could reasonably be expected to result in or lead to, a Superior Proposal, TubeMogul and its representatives may (x) furnish information with respect to TubeMogul and its subsidiaries to the person making such Takeover Proposal and its representatives and afford access to the business, properties, assets, books books, records or records personnel of Cerner or TubeMogul and any of its Subsidiaries subsidiaries, in each case, pursuant to knowingly assistan Acceptable Confidentiality Agreement (as defined below) and (y) participate or engage in discussions or negotiations with such person making such Takeover Proposal and its representatives (including to solicit a revised Takeover Proposal), participate in, facilitate in the case of each of clauses "(x)" and "(y)," if and only if: (1) there shall have been no material breach or encourage violation of the terms of the non-solicitation provisions contained in the Merger Agreement in connection with such person making such Takeover Proposal; (2) prior to taking any effort by, any third party that is seeking to make, action contemplated in clauses "(x)" or has made, any Acquisition Proposal, "(ii) amend or grant any waiver or release under any standstill or similar agreement y)" with respect to such person, the TubeMogul Board shall have determined in good faith (after consultation with outside counsel) that the failure to do so would be inconsistent with its fiduciary duties to the stockholders of TubeMogul under applicable law or regulation; (3) contemporaneously with furnishing or making available any class of Table of Contents equity securities of Cerner information to such person, TubeMogul furnishes or makes available such information to Adobe (to the extent not previously furnished or made available to Adobe); and (4) the Acceptable Confidentiality Agreement between TubeMogul and such person making such Takeover Proposal does not prohibit or restrict TubeMogul in any of way from complying with its Subsidiaries or approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL, (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other contract relating disclosure obligations to any Acquisition Proposal (other than a confidentiality agreement contemplated in the immediately subsequent paragraph) or enter into any agreement or agreement in principle requiring Cerner to abandon, terminate or fail to consummate the transactions contemplated by Adobe under the Merger Agreement or breach its obligations thereunder, or (iv) resolve, propose or agree to do any of the foregoingAgreement. The Merger Agreement provides that any violation of the foregoing restrictions by any Specified Representatives of Cerner or any of its Subsidiaries will be deemed to be a breach by Cerner of the provisions of the Merger Agreement providing for such restrictions. The Merger Agreement also provides that Cerner will, and will cause its applicable Subsidiaries and its and their respective Specified Representatives to, cease immediately and cause to be terminated, and will not authorize or knowingly permit any of its or their Specified Representatives to continue, any and all existing activities, discussions or negotiations, if any, with any third party conducted prior to the date of the Merger Agreement with respect to any Acquisition Proposal and use reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of Cerner or any of its Subsidiaries that was furnished by or on behalf of Cerner and its Subsidiaries to return or destroy (and confirm destruction of) all such information pursuant to the terms of any binding agreement to do so. If any Specified Representative (other than any financial advisor or outside legal counsel) is made aware of an action by any of the directors, officers, employees, financial advisors, attorneys, accountants, consultants, agents and other authorized representatives (“Representatives”) of Cerner or any of its Subsidiaries that would constitute a breach of the restrictions described above if taken by Cerner or any of its Subsidiaries, and Cerner does not use its reasonable best efforts to prohibit any further such action or terminate such action, then such action will be deemed to constitute a breach by Cerner of the provisions of the Merger Agreement providing for such restrictions. The Merger Agreement provides that, notwithstanding the provisions of the Merger Agreement which are summarized in the preceding paragraph or Notwithstanding anything else to the contrary in the non-solicitation provisions of the Merger Agreement, at during the Pre-Closing Period, TubeMogul shall not be required to enforce, and shall be permitted to waive, any time prior provision of any standstill or confidentiality agreement solely to Acceptance Timethe extent that such provision prohibits or purports to prohibit a confidential proposal being made to the TubeMogul Board (or any committee thereof), the Cerner Board, directly or indirectly, through any Representative, may engage in negotiations or discussions with any third party that has made (and not withdrawn) a bona fide unsolicited Acquisition Proposal in writing after the date of the Merger Agreement that did not result from or arise out of a breach of the restrictions set forth in the Merger Agreement and summarized in the preceding paragraph and provided that the Cerner TubeMogul Board believes shall have determined in good faith, after consultation with its outside legal counsel and financial advisors of nationally recognized reputation, constitutes or would reasonably be expected to result in a Superior Proposal and thereafter furnish to such third party and its Representatives faith (including, for these purposes, sources of financing) non-public information relating to Cerner or any of its Subsidiaries pursuant to a confidentiality agreement that contains terms no less favorable to Cerner than those contained in Cerner’s confidentially agreement with Oracle and contains additional provisions that expressly permit Cerner to comply with the non-solicitation provision of the Merger Agreement (an “Acceptable Confidentiality Agreement”) (a copy of which Acceptable Confidentiality Agreement shall be promptly and in any event within 24 hours provided for informational purposes only to Parent) provided, in each case, that the Cerner Board determines in good faith, after consultation with outside legal counsel to the Cerner Board, counsel) that the failure to take so enforcing or not waiving any such action provision of any standstill or confidentiality agreement would be a breach of inconsistent with its fiduciary duties to Cerner’s the stockholders of TubeMogul under applicable law or regulation. The Merger Agreement provides that Cerner will not be permitted to take any of the actions described in the provisions of the Merger Agreement which are summarized in the previous paragraph unless, at least three Business Days prior to taking such action, Cerner notifies Parent in writing that it intends to take such action (it being agreed in the Merger Agreement that Cerner shall only be required to provide the notice required by this sentence to Parent on one occasion with respect to any particular third party, and this parenthetical does not have any impact on the notification and other obligations of Cerner contained in the Merger Agreement and summarized in this paragraph). The Merger Agreement further provides that Cerner will also promptly (but in no event later than 24 hours) notify Parent after it obtains knowledge of the receipt by Cerner (or any of its Specified Representatives) of any Acquisition Proposal or any request for non-public information relating to Table of Contents Cerner or any of its Subsidiaries or for access to the business, properties, assets, books or records of Cerner or any of its Subsidiaries by any third party, in each case in connection with any Acquisition Proposal. The Merger Agreement provides that, in such notice, Cerner will identify the third party making, and the material terms and conditions or a copy of, such Acquisition Proposal submitted by such third party. Cerner is also required to promptly provide Parent with any non-public information concerning the business, present or future performance, financial condition or results of operations of Cerner (or any of its Subsidiaries), provided to any third party that was not previously provided to Parent. The Merger Agreement provides that, commencing upon the provision of any notice referred to in this paragraph above, Cerner will: • on a reasonable and prompt basis, advise Parent (or its counsel) of any changes to the material terms and any material amendments or proposed amendments to price or other material terms of such Acquisition Proposal; • keep Parent informed on a reasonably current basis, of any material developments related to the terms, conditions or negotiations associated with such Acquisition Proposal; and • within 24 hours of receipt or delivery thereof, provide Parent (or its outside counsel) with copies of all material documents and material written or electronic communications embodying, describing or amending any such Acquisition Proposal (including the financing thereof)."

No Solicitation and Superior Proposal Provisions. The Merger Agreement provides that neither Cerner NetSuite nor any of its Subsidiaries will, nor will Cerner NetSuite or any of its Subsidiaries authorize or knowingly permit any of their directors, officers, employees, financial advisors, attorneys, accountants, consultants, agents, or other authorized representatives (collectively, the senior vice presidents and higher officers and directors of Cerner or any of its applicable Subsidiaries or any of Cerner’s financial and outside legal advisors (“Specified Representatives”) to, and Cerner NetSuite will instruct, and cause each of its applicable Subsidiaries to instructinstruct its vice Table of Contents presidents and higher officers, the Specified Representatives its finance and legal management and its financial and legal advisors not to to, directly or indirectly, solicit, initiate or knowingly take any action to facilitate or encourage the submission of any Acquisition Proposal (as defined below) or make any inquiry, offer or proposal that would reasonably be expected to lead to any Acquisition Proposal or, subject to the exceptions described in the immediately subsequent paragraph, (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to Cerner NetSuite or any of its Subsidiaries to, afford access to the business, properties, assets, books or records of Cerner NetSuite or any of its Subsidiaries to or otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any third party that is seeking to make, or has made, any Acquisition Proposal, (ii) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of Table of Contents equity securities of Cerner NetSuite or any of its Subsidiaries or approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL, (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other contract relating to any Acquisition Proposal (other than a confidentiality agreement contemplated in the immediately subsequent paragraph) or enter into any agreement or agreement in principle requiring Cerner NetSuite to abandon, terminate or fail to consummate the transactions contemplated by the Merger Agreement or breach its obligations thereunder, or (iv) resolve, propose or agree to do any of the foregoing. The Merger Agreement provides that any violation of the foregoing restrictions by any Specified Subsidiary of NetSuite or Representatives of Cerner NetSuite or any of its Subsidiaries will be deemed to be a breach by Cerner NetSuite of the provisions of the Merger Agreement providing for such restrictions. The Merger Agreement also provides that Cerner NetSuite will, and will cause its applicable Subsidiaries and its and their respective Specified Representatives to, cease immediately and cause to be terminated, and will not authorize or knowingly permit any of its or their Specified Representatives to continue, any and all existing activities, discussions or negotiations, if any, with any third party conducted prior to the date of the Merger Agreement with respect to any Acquisition Proposal and use reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of Cerner NetSuite or any of its Subsidiaries that was furnished by or on behalf of Cerner NetSuite and its Subsidiaries to return or destroy (and confirm destruction of) all such information pursuant to the terms of any binding agreement to do so. If any Specified Representative (other than any financial advisor or outside legal counsel) is made aware of an action by any of the directors, officers, employees, financial advisors, attorneys, accountants, consultants, agents and other authorized representatives (“Representatives”) of Cerner or any of its Subsidiaries that would constitute a breach of the restrictions described above if taken by Cerner or any of its Subsidiaries, and Cerner does not use its reasonable best efforts to prohibit any further such action or terminate such action, then such action will be deemed to constitute a breach by Cerner of the provisions of the Merger Agreement providing for such restrictionsinformation. The Merger Agreement provides that, notwithstanding the provisions of the Merger Agreement which are summarized in the preceding paragraph or anything else to the contrary in the Merger Agreement, at any time prior to Acceptance Time, the Cerner NetSuite Board, directly or indirectly, through any Representative, may engage in negotiations or discussions with any third party that has made (and not withdrawn) a bona fide unsolicited Acquisition Proposal in writing after the date of the Merger Agreement that did not result from or arise out of a breach of the restrictions set forth in the Merger Agreement and summarized in the preceding paragraph such provisions and that the Cerner NetSuite Board (upon the recommendation of the Transactions Committee) believes in good faith, after consultation with its outside legal counsel and financial advisors advisor of nationally recognized reputation, constitutes or would reasonably be expected to result in a Superior Proposal (as defined below) and thereafter furnish to such third party and its Representatives (including, for these purposes, sources of financing) non-public information relating to Cerner NetSuite or any of its Subsidiaries pursuant to a confidentiality agreement that contains terms no less favorable to Cerner NetSuite than those contained in CernerNetSuite’s confidentially agreement with Oracle and contains additional provisions that expressly permit Cerner NetSuite to comply with the non-solicitation provision of the Merger Agreement (an “Acceptable Confidentiality Agreement”) (a copy of which Acceptable Confidentiality Agreement shall be promptly and in any event within 24 hours provided for informational purposes only to Parent) provided, in each case, that the Cerner NetSuite Board (upon the recommendation of the Transactions Committee) determines in good faith, after consultation with outside legal counsel to the Cerner NetSuite Board, that the failure to take such action would reasonably be expected to be a breach of its fiduciary duties to CernerNetSuite’s stockholders under applicable law or regulation. The Merger Agreement provides that Cerner NetSuite will not be permitted to take any of the actions described in the provisions of the Merger Agreement which are summarized in the previous paragraph unless, at least three Business Days prior to taking such action, Cerner NetSuite notifies Parent in writing that it intends to take such action (it being agreed in the Merger Agreement that Cerner NetSuite shall only be required to provide the notice required by this sentence to Parent on one occasion with respect to any particular third party, and this parenthetical does not have any impact on the notification and other obligations of Cerner NetSuite contained in the Merger Agreement and summarized in this paragraphsection). The Merger Agreement further provides that Cerner will also promptly (but in no event later than 24 hours) notify Parent after it obtains knowledge of the receipt by Cerner (or any of its Specified Representatives) of any Acquisition Proposal or any request for non-public information relating to Table of Contents Cerner or any of its Subsidiaries or for access to the business, properties, assets, books or records of Cerner or any of its Subsidiaries by any third party, in each case in connection with any Acquisition Proposal. The Merger Agreement provides that, in such notice, Cerner will identify the third party making, and the material terms and conditions or a copy of, such Acquisition Proposal submitted by such third party. Cerner is also required to promptly provide Parent with any non-public information concerning the business, present or future performance, financial condition or results of operations of Cerner (or any of its Subsidiaries), provided to any third party that was not previously provided to Parent. The Merger Agreement provides that, commencing upon the provision of any notice referred to in this paragraph above, Cerner will: • on a reasonable and prompt basis, advise Parent (or its counsel) of any changes to the material terms and any material amendments or proposed amendments to price or other material terms of such Acquisition Proposal; • keep Parent informed on a reasonably current basis, of any material developments related to the terms, conditions or negotiations associated with such Acquisition Proposal; and • within 24 hours of receipt or delivery thereof, provide Parent (or its outside counsel) with copies of all material documents and material written or electronic communications embodying, describing or amending any such Acquisition Proposal (including the financing thereof).Merger

No Solicitation and Superior Proposal Provisions. The Merger Agreement provides that neither Cerner the Company nor any of its Subsidiaries will, nor will Cerner the Company or any of its Subsidiaries authorize or knowingly permit any of their directors, officers, employees, financial Table of Contents advisors, attorneys, accountants, consultants, agents, or other authorized representatives (collectively, the senior vice presidents and higher officers and directors of Cerner or any of its applicable Subsidiaries or any of Cerner’s financial and outside legal advisors (“Specified Representatives”) to, and Cerner the Company will instruct, and cause each of its applicable Subsidiaries to instruct, the Specified Representatives each such Representative not to to, directly or indirectly, solicit, initiate or knowingly take any action to facilitate or encourage the submission of any Acquisition Proposal (as defined below) or make any inquiry, offer or proposal that would reasonably be expected to lead to any Acquisition Proposal or, subject to the exceptions described in the immediately subsequent paragraph, or (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to Cerner the Company or any of its Subsidiaries to, afford access to the business, properties, assets, books or records of Cerner the Company or any of its Subsidiaries to Subsidiaries, or otherwise cooperate, knowingly assist, participate in, facilitate or encourage any effort by, by any third party that is seeking to make, or has made, any Acquisition Proposal, (ii) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of Table of Contents equity securities of Cerner the Company or any of its Subsidiaries or approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of under the DGCLMaryland Business Combination Act, (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other contract relating to any Acquisition Proposal (other than a confidentiality agreement contemplated in the immediately subsequent paragraph) or enter into any agreement or agreement in principle requiring Cerner the Company to abandon, terminate terminate, or fail to consummate the transactions contemplated by the Merger Agreement or breach its obligations thereunder, or (iv) resolve, propose or agree to do any of the foregoing. The Merger Agreement provides that any violation of the foregoing restrictions by any Specified Subsidiary of the Company or Representatives of Cerner the Company or any of its Subsidiaries will be deemed to be a breach by Cerner the Company of the provisions of the Merger Agreement providing for such restrictions. The Merger Agreement also provides that Cerner the Company will, and will cause its applicable Subsidiaries and its and their respective Specified Representatives to, cease immediately and cause to be terminated, terminated and will not authorize or knowingly permit any of its or their Specified Representatives to continue, any and all existing activities, discussions or negotiations, if any, with any third party conducted prior to the date of the Merger Agreement with respect to any Acquisition Proposal and use reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of Cerner the Company or any of its Subsidiaries Subsidiary that was furnished by or on behalf of Cerner the Company and its Subsidiaries to return or destroy (and confirm destruction of) all such information pursuant to the terms of any binding agreement to do so. If any Specified Representative (other than any financial advisor or outside legal counsel) is made aware of an action by any of the directors, officers, employees, financial advisors, attorneys, accountants, consultants, agents and other authorized representatives (“Representatives”) of Cerner or any of its Subsidiaries that would constitute a breach of the restrictions described above if taken by Cerner or any of its Subsidiaries, and Cerner does not use its reasonable best efforts to prohibit any further such action or terminate such action, then such action will be deemed to constitute a breach by Cerner of the provisions of the Merger Agreement providing for such restrictionsinformation. The Merger Agreement provides that, notwithstanding the provisions of the Merger Agreement which are summarized in the preceding paragraph or anything else to the contrary in the Merger Agreement, at any time prior to Acceptance Time, the Cerner Company Board, directly or indirectly, through any Representative, may engage in negotiations or discussions with any third party that has made (and not withdrawn) a bona fide unsolicited Acquisition Proposal in writing after the date of the Merger Agreement that did not result from or arise out of a breach of the restrictions set forth in the Merger Agreement and summarized in the preceding paragraph such provisions and that the Cerner Company Board believes in good faith, after consultation with its outside legal counsel and financial advisors advisor of nationally recognized reputation, constitutes or would reasonably be expected to result in lead to a Superior Proposal (as defined below) and thereafter furnish to such third party and its Representatives (including, for these purposes, sources of financing) non-public information relating to Cerner the Company or any of its Subsidiaries pursuant to a confidentiality agreement that contains terms no less favorable to Cerner than those contained meets the requirements set forth in Cerner’s confidentially agreement with Oracle and contains additional provisions that expressly permit Cerner to comply with the non-solicitation provision of the Merger Agreement (an “Acceptable Confidentiality Agreement”) (a copy of which Acceptable Confidentiality Agreement shall be promptly and in any event within 24 hours provided for informational purposes only to Parent) provided, in each case, that the Cerner Company Board determines in good faith, after consultation with outside legal counsel to the Cerner Boardcounsel, that the failure to take such action would be a breach of its fiduciary duties to Cerner’s stockholders under applicable law or regulation. The Merger Agreement provides that Cerner the Company will not be permitted to take any of the actions described in the provisions of the Merger Agreement which are summarized in the previous paragraph unless, at least three Business Days 24 hours prior to taking such action, Cerner the Company notifies Parent in writing that it intends to take such action (it being agreed in the Merger Agreement that Cerner shall only be required to provide the notice required by this sentence to Parent on one occasion with respect to any particular third party, and this parenthetical does not have any impact on the notification and other obligations of Cerner contained in the Merger Agreement and summarized in this paragraph)action. The Merger Agreement further provides that Cerner the Company will also promptly (but and, in no event later than any event, within 24 hours) notify Parent after it obtains knowledge of the receipt by Cerner (the Company or any of its Specified Representatives) Representatives of any Acquisition Proposal Proposal, any inquiry, offer or proposal that would reasonably be expected to lead to an Acquisition Proposal, or any request for non-public information relating to Table of Contents Cerner the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of Cerner the Company or any of its Subsidiaries by any third party, in each case in connection with any Acquisition Proposal or inquiry, offer or proposal that would reasonably be expected to lead to an Acquisition Proposal. The Merger Agreement provides that, in such notice, Cerner Table of Contents the Company will identify the third party making, and the material terms and conditions or a copy of, any such Acquisition Proposal, indication, offer, proposal or request. The Merger Agreement provides that the Company will: • on a reasonable and prompt basis at a mutually agreeable time, advise Parent (or its counsel) of the progress of negotiations concerning any Acquisition Proposal, the material resolved and unresolved issues related thereto and any other material matters identified with reasonable specificity by Parent (or its counsel) and the material details (including material amendments or proposed amendments as to price and other material terms) of any such Acquisition Proposal, request or inquiry; • promptly upon receipt or delivery thereof, provide Parent (or its outside counsel) with copies of all material documents and material written or electronic communications relating to any such Acquisition Proposal submitted by such third party. Cerner is also required to (including the financing thereof), request or inquiry exchanged between the Company, its Subsidiaries or any of their respective officers, directors, employees or Representatives, on the one hand, and the Person making an Acquisition Proposal or any of its affiliates, or their respective officers, directors, employees, or Representatives, on the other hand; • promptly provide Parent with any non-public information concerning the business, present or future performance, financial condition or results of operations of Cerner the Company (or any of its Subsidiaries), provided to any third party that was not previously provided to Parent. The Merger Agreement provides that, commencing upon the provision of any ; and • provide Parent with at least 48 hours’ prior notice referred to in this paragraph above, Cerner will: • on a reasonable and prompt basis, advise Parent (or its counselsuch lesser period of prior notice provided to the members of the Company Board) of any changes meeting of the Company Board at which the Company Board is reasonably expected to the material terms and consider any material amendments or proposed amendments to price or other material terms of such Acquisition Proposal; • keep Parent informed on a reasonably current basis, of any material developments related to the terms, conditions or negotiations associated with such Acquisition Proposal; and • within 24 hours of receipt or delivery thereof, provide Parent (or its outside counsel) with copies of all material documents and material written or electronic communications embodying, describing or amending any such Acquisition Proposal (including the financing thereof).

No Solicitation and Superior Proposal Provisions. The Merger Agreement provides that neither Cerner the Company nor any of its Subsidiaries will, nor will Cerner the Company or any of its Subsidiaries authorize or knowingly permit any of their directors, officers, employees, financial advisors, attorneys, accountants, consultants, agents, or other authorized representatives (collectively, the senior vice presidents and higher officers and directors of Cerner or any of its applicable Subsidiaries or any of Cerner’s financial and outside legal advisors (“Specified Representatives”) to, and Cerner the Company will instruct, and cause each of its applicable Subsidiaries to instruct, the Specified Representatives each such Representative not to to, directly or indirectly, solicit, initiate or knowingly take any action to facilitate or encourage the submission of any Acquisition Proposal (as defined below) or make any inquiry, offer or proposal that would reasonably be expected to lead to any Acquisition Proposal or, subject to the exceptions described in the immediately subsequent paragraph, (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to Cerner the Company or any of its Subsidiaries to, afford access to the business, properties, assets, books or records of Cerner the Company or any of its Subsidiaries to or otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any third party that is seeking to make, or has made, any Acquisition Proposal, (ii) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of Table of Contents equity securities of Cerner the Company or any of its Subsidiaries or approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL, (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other contract relating to any Acquisition Proposal (other than a confidentiality agreement contemplated in the immediately subsequent paragraph) or enter into any agreement or agreement in principle requiring Cerner the Company to abandon, terminate or fail to consummate the transactions contemplated by the Merger Agreement or breach its obligations thereunder, or (iv) resolve, propose or agree to do any of the foregoing. The Merger Agreement provides that any violation of the foregoing restrictions by any Specified Subsidiary of the Company or Representatives of Cerner the Company or any of its Subsidiaries will be deemed to be a breach by Cerner the Company of the provisions of the Merger Agreement providing for such restrictions. The Merger Agreement also provides that Cerner the Company will, and will cause its applicable Subsidiaries and its and their respective Specified Representatives to, cease immediately and cause to be terminated, and will not authorize or knowingly permit any of its or their Specified Representatives to continue, any and all existing activities, discussions or negotiations, if any, with any third party conducted prior to the date of the Merger Agreement with respect to any Acquisition Proposal and use reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of Cerner the Company or any of its Subsidiaries that was furnished by or on behalf of Cerner the Company and its Subsidiaries to return or destroy (and confirm destruction of) all such information pursuant to the terms of any binding agreement to do so. If any Specified Representative (other than any financial advisor or outside legal counsel) is made aware of an action by any of the directors, officers, employees, financial advisors, attorneys, accountants, consultants, agents and other authorized representatives (“Representatives”) of Cerner or any of its Subsidiaries that would constitute a breach of the restrictions described above if taken by Cerner or any of its Subsidiaries, and Cerner does not use its reasonable best efforts to prohibit any further such action or terminate such action, then such action will be deemed to constitute a breach by Cerner of the provisions of the Merger Agreement providing for such restrictionsinformation. The Merger Agreement provides that, notwithstanding the provisions of the Merger Agreement which are summarized in the preceding paragraph or anything else to the contrary in the Merger Agreement, at any time prior to Acceptance Time, the Cerner Company Board, directly or indirectly, through any Representative, may engage in negotiations or discussions with any third party that has made (and not withdrawn) a bona fide unsolicited Acquisition Proposal in writing after the date of the Merger Agreement that did not result from or arise out of a breach of the restrictions set forth in the Merger Agreement and summarized in the preceding paragraph such provisions and that the Cerner Company Board believes in good faith, after consultation with its outside legal counsel and financial advisors advisor of nationally recognized reputation, constitutes or would reasonably be expected to result in lead to a Superior Proposal (as defined below) and thereafter furnish to such third party and its Representatives (including, for these purposes, sources of financing) non-public information relating to Cerner the Company or any of its Subsidiaries pursuant to a confidentiality agreement that contains terms no less favorable to Cerner the Company than those contained in Cernerthe Company’s confidentially agreement with Oracle and contains additional provisions that expressly permit Cerner the Company to comply with the non-solicitation provision of the Merger Agreement (an “Acceptable Confidentiality Agreement”) (a copy of which Acceptable Confidentiality Agreement shall be promptly and in any event within 24 hours provided for informational purposes only to Parent) provided, in each case, that the Cerner Company Board determines in good faith, after consultation with outside legal counsel to the Cerner Boardcounsel, that the failure to take such action would be a breach of its fiduciary duties to Cernerthe Company’s stockholders under applicable law or regulation. The Merger Agreement provides that Cerner will not be permitted to take any of the actions described in the provisions of the Merger Agreement which are summarized in the previous paragraph unless, at least three Business Days prior to taking such action, Cerner notifies Parent in writing that it intends to take such action (it being agreed in the Merger Agreement that Cerner shall only be required to provide the notice required by this sentence to Parent on one occasion with respect to any particular third party, and this parenthetical does not have any impact on the notification and other obligations of Cerner contained in the Merger Agreement and summarized in this paragraph). The Merger Agreement further provides that Cerner will also promptly (but in no event later than 24 hours) notify Parent after it obtains knowledge of the receipt by Cerner (or any of its Specified Representatives) of any Acquisition Proposal or any request for non-public information relating to Table of Contents Cerner or any of its Subsidiaries or for access to the business, properties, assets, books or records of Cerner or any of its Subsidiaries by any third party, in each case in connection with any Acquisition Proposal. The Merger Agreement provides that, in such notice, Cerner will identify the third party making, and the material terms and conditions or a copy of, such Acquisition Proposal submitted by such third party. Cerner is also required to promptly provide Parent with any non-public information concerning the business, present or future performance, financial condition or results of operations of Cerner (or any of its Subsidiaries), provided to any third party that was not previously provided to Parent. The Merger Agreement provides that, commencing upon the provision of any notice referred to in this paragraph above, Cerner will: • on a reasonable and prompt basis, advise Parent (or its counsel) of any changes to the material terms and any material amendments or proposed amendments to price or other material terms of such Acquisition Proposal; • keep Parent informed on a reasonably current basis, of any material developments related to the terms, conditions or negotiations associated with such Acquisition Proposal; and • within 24 hours of receipt or delivery thereof, provide Parent (or its outside counsel) with copies of all material documents and material written or electronic communications embodying, describing or amending any such Acquisition Proposal (including the financing thereof).

No Solicitation and Superior Proposal Provisions. The Merger Agreement provides that neither Cerner nor any of Terremark shall, and shall cause its Subsidiaries willsubsidiaries and Terremark’s and its subsidiaries’ respective directors, nor will Cerner or any of its Subsidiaries authorize or knowingly permit any of the senior vice presidents officers, employees, investment bankers, financial advisors, attorneys, accountants, agents and higher officers and directors of Cerner or any of its applicable Subsidiaries or any of Cerner’s financial and outside legal advisors other representatives (collectively, “Specified Representatives”) to, and Cerner will instruct, to immediately cease and cause each of its applicable Subsidiaries to instruct, the Specified Representatives not to directly or indirectly, solicit, initiate or knowingly take any action to facilitate or encourage the submission of any Acquisition Proposal or make any inquiry, offer or proposal that would reasonably be expected to lead to any Acquisition Proposal or, subject to the exceptions described in the immediately subsequent paragraph, (i) conduct or engage in terminated any discussions or negotiations with, disclose any non-public information relating to Cerner or any of its Subsidiaries to, afford access to the business, properties, assets, books or records of Cerner or any of its Subsidiaries to knowingly assist, participate in, facilitate or encourage any effort by, any third party that is seeking to make, or has made, any Acquisition Proposal, (ii) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of Table of Contents equity securities of Cerner or any of its Subsidiaries or approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL, (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other contract relating to any Acquisition Proposal (other than a confidentiality agreement contemplated in the immediately subsequent paragraph) or enter into any agreement or agreement in principle requiring Cerner to abandon, terminate or fail to consummate the transactions contemplated by the Merger Agreement or breach its obligations thereunder, or (iv) resolve, propose or agree to do any of the foregoing. The Merger Agreement provides that any violation of the foregoing restrictions by any Specified Representatives of Cerner or any of its Subsidiaries will be deemed to be a breach by Cerner of the provisions of the Merger Agreement providing for such restrictions. The Merger Agreement also provides that Cerner will, and will cause its applicable Subsidiaries and its and their respective Specified Representatives to, cease immediately and cause to be terminated, and will not authorize or knowingly permit any of its or their Specified Representatives to continue, any and all existing activities, discussions or negotiations, if any, with any third party person conducted prior to before the date of the Merger Agreement with respect to any Acquisition a Takeover Proposal and use reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of Cerner or any of its Subsidiaries that was furnished by or on behalf of Cerner and its Subsidiaries to return or destroy (and confirm destruction of) all such information pursuant to as defined below). From the terms of any binding agreement to do so. If any Specified Representative (other than any financial advisor or outside legal counsel) is made aware of an action by any of the directors, officers, employees, financial advisors, attorneys, accountants, consultants, agents and other authorized representatives (“Representatives”) of Cerner or any of its Subsidiaries that would constitute a breach of the restrictions described above if taken by Cerner or any of its Subsidiaries, and Cerner does not use its reasonable best efforts to prohibit any further such action or terminate such action, then such action will be deemed to constitute a breach by Cerner of the provisions date of the Merger Agreement providing for such restrictions. The Merger Agreement provides thatuntil the Effective Time, notwithstanding or, if earlier, the provisions termination of the Merger Agreement which are summarized in the preceding paragraph or anything else to the contrary in the Merger Agreement, at any time prior to Acceptance TimeTerremark shall not, the Cerner Boardand shall cause its subsidiaries and its and its subsidiaries’ respective Representatives not to, directly or indirectly, through (i) solicit, initiate or knowingly encourage (including by way of providing non-public information) the submission or announcement of any Representativeinquiries, may proposals or offers that constitute or would reasonably be expected to lead to any Takeover Proposal, (ii) provide any non-public information concerning Terremark or any of its subsidiaries related to any person or group who would reasonably be expected to make any Takeover Proposal, (iii) engage in any discussions or negotiations with respect thereto, (iv) approve (by resolution of the Terremark Board, any committee thereof or otherwise), support, enter into or adopt any contract providing for, or recommend to any holders of Shares, any Takeover Proposal, or (v) otherwise cooperate with or assist or participate in, or knowingly facilitate any such inquiries, proposals, offers, discussions with or negotiations. If at any third party that has made (and not withdrawn) a bona fide unsolicited Acquisition Proposal in writing time after the date of the Merger Agreement and prior to the earlier to occur of the Offer Closing and Terremark’s receipt of the approval of the Merger by Xxxxxxxxx’s stockholders (the “Company Stockholder Approval”), (i) Terremark has received an unsolicited bona fide, written Takeover Proposal from a third party that did not result from or arise out of a breach of the restrictions set forth in foregoing paragraph, and (ii) the Merger Agreement and summarized in the preceding paragraph and that the Cerner Terremark Board believes determines in good faith, after consultation with its outside financial and legal counsel and financial advisors of nationally recognized reputationas required by the Merger Agreement, that such Takeover Proposal constitutes or would could reasonably be expected to result in lead to a Superior Proposal and thereafter (as defined below), then Terremark shall be permitted to (A) furnish to such third party and its Representatives information (including, for these purposes, sources of financing) including non-public information relating information) with respect to Cerner or any of Terremark and its Subsidiaries subsidiaries to the person making such Takeover Proposal pursuant to a confidentiality agreement that contains terms no less favorable to Cerner than those contained meets the requirements set forth in Cerner’s confidentially agreement with Oracle and contains additional provisions that expressly permit Cerner to comply with the non-solicitation provision of the Merger Agreement (an “Acceptable Confidentiality Agreement”) (a copy of which Acceptable Confidentiality Agreement shall be promptly and in any event within 24 hours provided for informational purposes only subject to Parent) provided, in each case, that the Cerner Board determines in good faith, after consultation with outside legal counsel to the Cerner Board, that the failure to take such action would be a breach of its fiduciary duties to Cerner’s stockholders under applicable law or regulation. The Merger Agreement provides that Cerner will not be permitted to take any of the actions described in the provisions of the Merger Agreement which are summarized in the previous paragraph unless, at least three Business Days prior to taking such action, Cerner notifies Parent in writing that it intends to take such action (it being agreed in the Merger Agreement that Cerner shall only be required to provide the notice required by this sentence to Parent on one occasion with respect to any particular third party, and this parenthetical does not have any impact on the notification and other obligations of Cerner contained certain conditions set forth in the Merger Agreement and summarized (B) engage in this paragraph). The Merger Agreement further provides that Cerner will also promptly (but in no event later than 24 hours) notify Parent after it obtains knowledge of discussions and negotiations with the receipt by Cerner (or any of its Specified Representatives) of any Acquisition person making such Takeover Proposal or any request for non-public information relating to Table of Contents Cerner or any of its Subsidiaries or for access to the business, properties, assets, books or records of Cerner or any of its Subsidiaries by any third party, in each case in connection with any Acquisition regarding such Takeover Proposal. The Merger Agreement provides that, in such notice, Cerner will identify the third party making, and the material terms and conditions or a copy of, such Acquisition Proposal submitted by such third party. Cerner is also required to promptly provide Parent with any non-public information concerning the business, present or future performance, financial condition or results of operations of Cerner (or any of its Subsidiaries), provided to any third party that was not previously provided to Parent. The Merger Agreement provides that, commencing upon the provision of any notice referred to in this paragraph above, Cerner will: • on a reasonable and prompt basis, advise Parent (or its counsel) of any changes to the material terms and any material amendments or proposed amendments to price or other material terms of such Acquisition Proposal; • keep Parent informed on a reasonably current basis, of any material developments related to the terms, conditions or negotiations associated with such Acquisition Proposal; and • within 24 hours of receipt or delivery thereof, provide Parent (or its outside counsel) with copies of all material documents and material written or electronic communications embodying, describing or amending any such Acquisition Proposal (including the financing thereof).