Common use of per Share Clause in Contracts

per Share. The Offer Price represents a premium of 38.6% over Terremark’s volume weighted average share price for the twenty (20) trading days immediately preceding the public announcement of the Offer and the Merger and a premium of approximately 35% over the closing price on the last full day of trading before the public announcement of the Offer and the Merger. We encourage you to obtain a recent market quotation for Shares in deciding whether to tender your Shares. See Section 6 – “Price Range of Shares; Dividends.” Table of Contents Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer? Yes. Concurrently with the execution of the Merger Agreement, each of Cyrte Investments GP I B.V. in its capacity as general partner of CF I Invest C.V., VMware Bermuda Limited and Sun Equity Assets Limited entered into tender and support agreements with Parent and Purchaser (which we refer to collectively as the “Support Agreements”) pursuant to which such stockholders have agreed to (i) tender their Shares in the Offer upon the terms and subject to the conditions of the Support Agreements and (ii) vote their Shares in favor of the adoption of the Merger Agreement to approve the Merger (if necessary). The Shares subject to the Support Agreements comprise approximately 27.6% of the outstanding Shares. The Support Agreements will terminate upon certain circumstances, including upon termination of the Merger Agreement. See Section 11 – “The Merger Agreement; Other Agreements.” All of the directors and executive officers of Terremark have informed Terremark, strictly in their capacity as stockholders, that they intend to tender their Shares in the Offer, which Shares, according to Xxxxxxxxx, represent approximately 7% of the outstanding Shares. They are, however, under no contractual or other legal obligation to do so. What is the “Top-Up Option” and when will it be exercised? Under the Merger Agreement, if we do not acquire at least 90% of the outstanding Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have the option, subject to certain limitations, including the availability of authorized but unissued Shares, to purchase from Terremark up to a number of additional Shares equal to the number of Shares that, when added to the number of Shares owned by Parent and its subsidiaries at the time of exercise of the option constitutes one (1) Share more than 90% of the outstanding Shares after giving effect to the issuance of such Shares for a purchase price equal to the Offer Price, to enable us to effect a short-form merger. This right may be exercised by Purchaser, in whole and not in part, only once, at any time during the ten (10) business day period following the date of payment for Shares accepted for payment pursuant to and subject to the Offer Conditions (such payment for Shares accepted for payment pursuant to and subject to the Offer Conditions, the “Offer Closing”) (and if there shall have been commenced a subsequent offering period, after the expiration of such subsequent offering period). We refer to this option as the “Top-Up Option.” However, because Terremark has a limited number of Shares available for issuance under its certificate of incorporation, it is estimated that Purchaser would need to acquire in the Offer approximately 88% of the outstanding Shares in order to exercise the Top-Up Option. The aggregate purchase price payable for the Shares being purchased by Purchaser pursuant to the Top-Up Option will be payable by (i) cash in an amount equal to the aggregate par value of the Top-Up Option Shares and a promissory note having a principal amount equal to the balance of such purchase price or (ii) solely by a promissory note having a principal amount equal to such purchase price. The promissory note (A) shall be due on the first (1st) anniversary of the closing of the Top-Up Option, (B) shall bear simple interest of 5% per annum, (C) shall be full recourse to Parent and Purchaser, (D) may be prepaid, in whole or in part, at any time without premium or penalty and (E) shall have no other material terms. Furthermore, under the Merger Agreement, notwithstanding the foregoing, Purchaser may elect to pay for all or a portion of the aggregate purchase price payable for the Shares issued in connection with the Top-Up Option in cash and in connection therewith, Terremark will apply such cash proceeds (without the deduction of any other fee or expense) toward an optional redemption of the 12% Senior Secured Notes due 2017 of Terremark in the manner directed by Xxxxxx. Xxxxxxxxx has also agreed to issue Shares to us in certain other circumstances after the Offer Closing. See Section 12 – “Purpose of the Offer; Plans for Terremark.” Table of Contents Will I have appraisal rights in connection with the Offer? No appraisal rights will be available to you in connection with the Offer. However, stockholders will be entitled to appraisal rights in connection with the Merger if they do not tender Shares in the Offer and do not vote in favor of the Merger, subject to and in accordance with Delaware law. Stockholders must properly perfect their right to seek appraisal under Delaware law in connection with the Merger in order to exercise appraisal rights. See Section 17 – “Appraisal Rights.” What will happen to my employee stock options in the Offer? The Offer is made only for Shares and is not made for any employee stock options to purchase Shares that were granted under any Terremark stock plan (“Options”). Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger (the “Effective Time”), each Option (vested or unvested) having an exercise price per Share that is less than the Offer Price will be deemed exercised and, at the Effective Time, will be terminated and converted into the right to receive an amount, without interest thereon and less any applicable withholding taxes, equal to the product of the total number of Shares deemed to be issued upon the deemed exercise of such Option and the excess of the Offer Price over the exercise price per Share previously subject to the Option. See Section 11 – “The Merger Agreement; Other Agreements – Terremark Stock Options.” What will happen to my restricted stock in the Offer? Pursuant to the Merger Agreement, (i) immediately prior the Effective Time, the vesting of all restricted Shares that are then unvested and awarded will be fully accelerated and (ii) at the Effective Time each then outstanding restricted Share will be automatically converted into the right to receive the Offer Price, without interest thereon and less any applicable withholding taxes. What will happen to my warrants in the Offer? The Offer is made only for Shares and is not made for any warrants to purchase Shares. Pursuant to the Merger Agreement, each warrant to purchase Shares that is issued, unexpired and unexercised immediately prior to the Effective Time and not terminated pursuant to its terms in connection with the Merger (the “Warrants”), will entitle the holder to receive a payment in cash (without interest thereon and less any applicable withholding taxes), of an amount equal to the product of the total number of Shares previously subject to such Warrant and the excess, if any, of the Offer Price over the exercise price per Share previously subject to such Warrant. See Section 11 – “The Merger Agreement; Other Agreements – Terremark Warrants.” What are the material United States federal income tax consequences of tendering Shares? The receipt of cash in exchange for your Shares in the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. In general, for U.S. federal income tax purposes, you will recognize capital gain or loss in an amount equal to the difference between the amount of cash you receive and your adjusted tax basis in the Shares sold pursuant to the Offer or exchanged for cash pursuant to the Merger. This capital gain or loss will be long-term capital gain or loss if you have held the Shares for more than one (1) year as of the date of your sale or exchange of the Shares pursuant to the Offer or the Merger. Special rules will apply to you if you are not a U.S. person for U.S. federal income tax purposes. See Section 5 – “Certain United States Federal Income Tax Consequences” for a more detailed discussion of the tax treatment of the Offer. We urge you to consult with your own tax advisor as to the particular tax consequences to you of the Offer and the Merger. Who should I call if I have questions about the Offer? You may call Xxxxxxxxx Inc. at (000) 000-0000 (Toll Free). Xxxxxxxxx Inc. is acting as the information agent (the “Information Agent”). See the back cover of this Offer to Purchase for additional contact information. Table of Contents To the Holders of Shares of Common Stock of Terremark: INTRODUCTION We, Verizon Holdings Inc., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Verizon Communications Inc., a Delaware corporation (“Parent”), are offering to purchase all of the outstanding shares of common stock, par value $.001 per share (the “Shares”), of Terremark Worldwide, Inc., a Delaware corporation (“Terremark” or the “Company”), at a purchase price of $19.00 per Share (the “Offer Price”), net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”). The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of January 27, 2011 (as it may be amended from time to time, the “Merger Agreement”), by and among Parent, Purchaser and Terremark. The Merger Agreement provides, among other things, that following the consummation of the Offer and subject to certain conditions, Purchaser will be merged with and into Terremark (the “Merger”) with Terremark being the surviving corporation, wholly-owned by Parent. In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than Shares held (i) by Terremark as treasury stock, or by Parent or Purchaser, which Shares will be automatically cancelled and will cease to exist or (ii) by stockholders who exercise appraisal rights under Delaware law with respect to such Shares) will be automatically cancelled and converted in the Merger into the right to receive $19.00 or any greater per Share price paid in the Offer, without interest thereon and less any applicable withholding taxes. The Merger Agreement is more fully described in Section 11 – “The Merger Agreement; Other Agreements” which also contains a discussion of the treatment of stock options, warrants and restricted stock. Xxxxxxxxx represented to Parent and Purchaser in the Merger Agreement that, as of January 26, 2011, there were (i) 67,402,815 Shares issued and outstanding, (ii) 2,030,268 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the exercise of outstanding options, (iii) 3,168,437 unvested restricted Shares, (iv) 2,014,750 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the exercise of outstanding warrants and (v) 9,660,534 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the conversion of the 6.625% senior convertible notes due 2013 (the “Convertible Notes”) of Terremark. Tendering stockholders who are record owners of their Shares and who tender directly to the Depositary (as defined below) will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions. The Terremark Board of Directors (the “Terremark Board”) has unanimously approved the Merger Agreement, the Offer and the Merger and determined that the Offer and the Merger are advisable and fair to, and in the best interests of, the holders of Shares. The Terremark Board unanimously recommends that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer. A more complete description of the Terremark Board’s reasons for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, is set forth in Terremark’s Solicitation/Recommendation Statement on Schedule 14D-9 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is being furnished to stockholders in connection with the Offer. Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth under the sub-heading “Background of the Offer and Merger; Reasons for Recommendation of the Board of Directors.”

per Share. The Offer Price represents a premium of 38.6% over Terremark’s volume weighted average share price for the twenty (20) trading days immediately preceding the public announcement of the Offer and the Merger and a premium of approximately 35% over the closing price on On March 3, 2021, the last full day of trading before the public announcement commencement of the Offer and Offer, the Mergerreported closing sales price of the Shares on Nasdaq was $61.63 per Share. We encourage you to obtain a recent market quotation for Shares in before deciding whether to tender your Shares. See Section 6 – “Price 6—“Price Range of Shares; DividendsDividends on the Shares.” Table of Contents Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer? Yes. Concurrently with the execution of entering into the Merger Agreement, each of Cyrte Investments GP I B.V. in its capacity as general partner of CF I Invest C.V., VMware Bermuda Limited and Sun Equity Assets Limited entered into tender and support agreements with Parent and Purchaser entered into Tender and Support Agreements (which we refer to collectively as the “Support Agreements”) pursuant with certain stockholders (each a “Tendering Stockholder”), which provide, among other things, that the Tendering Stockholder will tender into the Offer, and not withdraw, his, her or its Shares subject to which such stockholders have agreed to Support Agreement (the “Covered Shares”). The Support Agreements also provide that the Tendering Stockholder will vote its Shares against alternative corporate transactions and will not solicit or engage in discussions with third parties regarding alternative corporation transactions. The Support Agreements generally terminate upon the earliest of (i) tender their Shares in the Offer upon mutual written agreement of Parent and the terms and subject to the conditions of the Support Agreements and Tendering Stockholder, (ii) vote their Shares in favor of the adoption Effective Time and (iii) the valid termination of the Merger Agreement to approve in accordance with its terms. As of February 24, 2021, the Merger (if necessary). The Covered Shares subject to the Support Agreements comprise represent approximately 27.639.99% of the outstanding Shares. The Support Agreements will terminate upon certain circumstances, including upon termination of the Merger Agreementall Shares outstanding. See Section 11 – “The 11—“The Merger Agreement; Other Agreements—Support Agreements.” All of the directors and executive officers of Terremark have informed Terremark, strictly in their capacity as stockholders, that they intend to tender their Shares in the Offer, which Shares, according to Xxxxxxxxx, represent approximately 7% of the outstanding Shares. They are, however, under no contractual or other legal obligation to do so. What is the “Top-Up Option” and when will it be exercised? Under the Merger Agreement, if we do not acquire at least 90% of the outstanding Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have the option, subject to certain limitations, including the availability of authorized but unissued Shares, to purchase from Terremark up to a number of additional Shares equal to the number of Shares that, when added to the number of Shares owned by Parent and its subsidiaries at the time of exercise of the option constitutes one (1) Share more than 90% of the outstanding Shares after giving effect to the issuance of such Shares for a purchase price equal to the Offer Price, to enable us to effect a short-form merger. This right may be exercised by Purchaser, in whole and not in part, only once, at any time during the ten (10) business day period following the date of payment for Shares accepted for payment pursuant to and subject to the Offer Conditions (such payment for Shares accepted for payment pursuant to and subject to the Offer Conditions, the “Offer Closing”) (and if there shall have been commenced a subsequent offering period, after the expiration of such subsequent offering period). We refer to this option as the “Top-Up Option.” However, because Terremark has a limited number of Shares available for issuance under its certificate of incorporation, it is estimated that Purchaser would need to acquire in the Offer approximately 88% of the outstanding Shares in order to exercise the Top-Up Option. The aggregate purchase price payable for the Shares being purchased by Purchaser pursuant to the Top-Up Option will be payable by (i) cash in an amount equal to the aggregate par value of the Top-Up Option Shares and a promissory note having a principal amount equal to the balance of such purchase price or (ii) solely by a promissory note having a principal amount equal to such purchase price. The promissory note (A) shall be due on the first (1st) anniversary of the closing of the Top-Up Option, (B) shall bear simple interest of 5% per annum, (C) shall be full recourse to Parent and Purchaser, (D) may be prepaid, in whole or in part, at any time without premium or penalty and (E) shall have no other material terms. Furthermore, under the Merger Agreement, notwithstanding the foregoing, Purchaser may elect to pay for all or a portion of the aggregate purchase price payable for the Shares issued in connection with the Top-Up Option in cash and in connection therewith, Terremark will apply such cash proceeds (without the deduction of any other fee or expense) toward an optional redemption of the 12% Senior Secured Notes due 2017 of Terremark in the manner directed by Xxxxxx. Xxxxxxxxx has also agreed to issue Shares to us in certain other circumstances after the Offer Closing. See Section 12 – “Purpose of the Offer; Plans for Terremark.” Table of Contents Will I have appraisal rights in connection with the Offer? No appraisal rights will be available to you holders of Shares who tender such Shares in connection with the Offer. However, stockholders will be entitled if Purchaser purchases Shares pursuant to appraisal rights in connection with the Merger if they do not tender Shares in the Offer and do not vote in favor of the Merger, subject to and in accordance with Delaware law. Stockholders must properly perfect their right to seek appraisal under Delaware law in connection with the Merger in order to exercise appraisal rights. See Section 17 – “Appraisal Rights.” What will happen to my employee stock options in the Offer? The Offer is made only for Shares and is not made for any employee stock options to purchase Shares that were granted under any Terremark stock plan (“Options”). Pursuant to the Merger Agreementcompleted, immediately prior to the effective time of the Merger (the “Effective Time”), each Option (vested or unvested) having an exercise price per Share that is less than the Offer Price will be deemed exercised and, at the Effective Time, will be terminated and converted into the right to receive an amount, without interest thereon and less any applicable withholding taxes, equal to the product of the total number holders of Shares deemed to be issued upon the deemed exercise of such Option and the excess of the Offer Price over the exercise price per Share previously subject to the Option. See Section 11 – “The Merger Agreement; Other Agreements – Terremark Stock Options.” What will happen to my restricted stock in the Offer? Pursuant to the Merger Agreement, (i) immediately prior the Effective Time, the vesting of all restricted Shares that are then unvested and awarded will be fully accelerated and (ii) at the Effective Time each then outstanding restricted Share will be automatically converted into the right to receive the Offer Price, without interest thereon and less any applicable withholding taxes. What will happen to my warrants in the Offer? The Offer is made only for Shares and is not made for any warrants to purchase Shares. Pursuant to the Merger Agreement, each warrant to purchase Shares that is issued, unexpired and unexercised immediately prior to the Effective Time who (i) did not tender their Shares in the Offer, (ii) follow the procedures set forth in Section 262 of the DGCL and (iii) do not terminated pursuant thereafter lose such holders’ appraisal rights (by withdrawal, failure to its terms in connection with the Merger (the “Warrants”perfect or otherwise), will entitle be entitled to have their Shares appraised by the holder Delaware Court of Chancery and to receive a payment in cash (without interest thereon and less any applicable withholding taxes), of an amount equal to the product of the total number “fair value” of Shares previously subject to such Warrant and shares, exclusive of any element of value arising from the excess, if any, accomplishment or expectation of the Merger, together with interest, thereon. The “fair value” could be greater than, less than or the same as the Offer Price over the exercise price per Share previously subject to such WarrantPrice. See Section 11 – “The Merger Agreement; Other Agreements – Terremark Warrants17—“Appraisal Rights.” What are the material United States federal income tax consequences of tendering Shares? The receipt of cash in exchange for your Shares in the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. In general, for U.S. federal income tax purposes, you will recognize capital gain or loss in an amount equal to the difference between the amount of cash you receive and your adjusted tax basis in the Shares sold pursuant to the Offer or exchanged for cash pursuant to the Merger. This capital gain or loss will be long-term capital gain or loss if you have held the Shares for more than one (1) year as of the date of your sale or exchange of the Shares pursuant to the Offer or the Merger. Special rules will apply to you if you are not a U.S. person for U.S. federal income tax purposes. See Section 5 – “Certain United States Federal Income Tax Consequences” for a more detailed discussion of the tax treatment of the Offer. We urge you to consult with your own tax advisor as to the particular tax consequences to you of the Offer and the Merger. Who Whom should I call if I have questions about the Offer? You may call Xxxxxxxxx Inc. at (000) 000-0000 (Toll Free). Xxxxxxxxx Inc. is acting as X.X. Xxxx & Co. Inc., the information agent for the Offer (the “Information Agent”), toll free at (000) 000-0000. See the back cover of this Offer to Purchase for additional contact information. Table of Contents To the Holders of Shares of Common Stock of Terremark: INTRODUCTION WePanama Merger Sub, Verizon Holdings Inc., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Verizon Communications Inc.Merck Sharp & Dohme Corp., a Delaware New Jersey corporation (“Parent”), are is offering to purchase all of the outstanding shares of common stock, par value $.001 0.001 per share (the “Shares”), of Terremark WorldwidePandion Therapeutics, Inc., a Delaware corporation (“Terremark” or the “CompanyPandion”), at a purchase price of $19.00 60.00 per Share (the “Offer Price”), net to the seller in cash, without interest thereon and less any applicable withholding taxestax withholding, upon the terms and subject to the conditions set forth in this Offer to Purchase (as it may be amended, supplemented or otherwise modified from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (as it may be amended, supplemented or otherwise modified from time to time, the “Letter of Transmittal”) which, together with the this Offer to Purchase, as each they may be amended amended, supplemented or supplemented otherwise modified from time to time, collectively constitute the “Offer”). The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of January 27February 24, 2011 2021 (as it may be amended amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among ParentPandion, Parent and Purchaser, pursuant to which, after consummation of the Offer and the satisfaction or waiver of certain conditions, Purchaser will merge with and Terremarkinto Pandion upon the terms and subject to the conditions set forth in the Merger Agreement, with Pandion continuing as the surviving corporation (the “Surviving Corporation”) and becoming a wholly-owned subsidiary of Parent (the “Merger”). The Merger Agreement provides, among other things, that will be governed by Section 251(h) of the Delaware General Corporation Law (the “DGCL”) and will be effected by Purchaser and Pandion without a stockholder vote pursuant to the DGCL as soon as practicable following the consummation of the Offer and subject to certain conditions, Purchaser will be merged with and into Terremark (the “Merger”) with Terremark being the surviving corporation, wholly-owned by ParentOffer. In the Merger, each outstanding Share issued and outstanding (other than (i) the Shares held in the treasury of Pandion or owned by Parent or Purchaser or any of their respective direct or indirect wholly-owned subsidiaries or any of their respective direct or indirect wholly-owned subsidiaries immediately prior to the effective time of the Merger (the “Effective Time”) (other than Shares held (i) by Terremark as treasury stock, or by Parent or Purchaser, which Shares will be automatically cancelled and will cease to exist or (ii) by stockholders who exercise Shares as to which appraisal rights under Delaware law have been perfected in accordance with respect to such Sharesthe DGCL) will be automatically cancelled and converted in the Merger into the right to receive $19.00 or any greater per Share price paid an amount in cash equal to the OfferOffer Price, without interest thereon and (the “Merger Consideration”), less any applicable tax withholding. Immediately prior to the Effective Time, all outstanding Pandion stock options will, to the extent unvested, become fully vested, and at the Effective Time, each outstanding Pandion stock option will be cancelled and converted into the right to receive an amount of cash (subject to any applicable withholding taxes. The Merger Agreement is more fully described in Section 11 – “The Merger Agreement; Other Agreements” which also contains a discussion of the treatment of stock options, warrants and restricted stock. Xxxxxxxxx represented to Parent and Purchaser in the Merger Agreement that, as of January 26, 2011, there were or other taxes required by applicable law) determined by multiplying (i) 67,402,815 the number of Shares issued and outstanding, subject to such stock option immediately prior to such cancellation by (ii) 2,030,268 Shares reserved and available for issuance uponthe excess, or otherwise deliverable in connection withif any, of the Merger Consideration over the exercise price per Share subject to such stock option immediately prior to such cancellation, less any applicable tax withholding. Immediately prior to the Effective Time, unless previously exercised by the holder thereof, the exercise outstanding warrant to purchase Shares will be cancelled and the holder thereof will be entitled to receive, in consideration of outstanding optionssuch cancellation, (iii) 3,168,437 unvested restricted an amount in respect of each Share for which such warrant is deemed to be cashless exercised in accordance with the terms of the warrant. Under no circumstances will interest be paid on the purchase price for the Shares, (iv) 2,014,750 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the exercise including by reason of outstanding warrants and (v) 9,660,534 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the conversion of the 6.625% senior convertible notes due 2013 (the “Convertible Notes”) of Terremark. Tendering stockholders who are record owners of their Shares and who tender directly to the Depositary (as defined below) will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions. The Terremark Board of Directors (the “Terremark Board”) has unanimously approved the Merger Agreement, the Offer and the Merger and determined that the Offer and the Merger are advisable and fair to, and in the best interests of, the holders of Shares. The Terremark Board unanimously recommends that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer. A more complete description of the Terremark Board’s reasons for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, is set forth in Terremark’s Solicitation/Recommendation Statement on Schedule 14D-9 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is being furnished to stockholders in connection with the Offer. Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth under the sub-heading “Background extension of the Offer and Merger; Reasons or any delay in making payment for Recommendation of the Board of DirectorsShares.”

per Share. The Offer Price represents a premium of 38.6% over Terremark’s volume weighted average share price for the twenty (20) trading days immediately preceding the public announcement of the Offer and the Merger and a premium of approximately 35% over the closing price on the last full day of trading before the public announcement of the Offer and the Merger. We encourage you to obtain a recent market quotation for Shares in before deciding whether to tender your Shares. See Section 6 – — “Price Range of Shares; DividendsDividends on the Shares.” Table of Contents Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer? Yes. Concurrently with the execution of entering into the Merger Agreement, each of Cyrte Investments GP I B.V. in its capacity as general partner of CF I Invest C.V., VMware Bermuda Limited Parent and Sun Equity Assets Limited Merger Sub entered into a tender and support agreements with Parent and Purchaser agreement (which we refer to collectively as the “Tender and Support AgreementsAgreement”) pursuant to with Xxxxxx X. Xxxxxx, a stockholder, director and chief executive officer of the Company, and Xxxxxx Alpha II Limited Partnership, an entity controlled by him (together, the “Supporting Stockholders”), which provides, among other things, that such stockholders Supporting Stockholders will tender into the Offer, and not withdraw, all outstanding Shares such Supporting Stockholders own of record or beneficially (within the meaning of Rule 13d-3 under the Exchange Act). Under the terms of the Tender and Support Agreement, the Supporting Stockholders have agreed to (i) tender their Shares in the Offer upon the terms and subject to the conditions of the Support Agreements and (ii) vote their Shares in favor of the adoption of the Merger Agreement and the approval of the Transactions at a special meeting, if there is one, and, subject to approve certain exceptions, not to transfer any of their Shares; provided, however, that the Merger Supporting Stockholders may withhold the tender of up to 1,000,000 Shares (if necessary)in the aggregate) until the fifth business day prior to expiration of the Offer in order for the Supporting Stockholders to make a “permitted transfer” of such Shares prior to that time, including by way of transferring such Shares to an affiliate or gifting such Shares, to a transferee who agrees to be bound by the Tender and Support Agreement. The Tender and Support Agreement also provides that the Supporting Stockholders will vote their Shares subject against alternative corporate transactions and will not tender or agree to the Support Agreements comprise approximately 27.6% of the outstanding Sharestender their Shares in connection with any alternative corporation transactions. The Tender and Support Agreements will terminate upon certain circumstancesAgreement terminates on the earliest of (i) the Effective Time, including upon (ii) the valid termination of the Merger Agreement, (iii) the mutual written agreement of the parties to terminate the Tender and Support Agreement, (iv) the delivery of written notice of termination by the Supporting Stockholders to Parent and Merger Sub following any material modification or amendment of the Merger Agreement, without the prior written consent of the Supporting Stockholders, that, in each case, results in a decrease in the amount or changes the form of consideration payable to the Supporting Stockholders pursuant to the terms of the Merger Agreement as in effect on the date hereof. The Supporting Stockholders beneficially owned, in aggregate, approximately 5.1% of all Shares outstanding as of September 3, 2024. See Section 11 – 1 — “The Merger Agreement; Other AgreementsAgreements — Tender and Support Agreement.” All of the directors and executive officers of Terremark have informed Terremark, strictly in their capacity as stockholders, that they intend to tender their Shares in the Offer, which Shares, according to Xxxxxxxxx, represent approximately 7% of the outstanding Shares. They are, however, under no contractual or other legal obligation to do so. What is the “Top-Up Option” and when will it be exercised? Under the Merger Agreement, if we do not acquire at least 90% of the outstanding Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have the option, subject to certain limitations, including the availability of authorized but unissued Shares, to purchase from Terremark up to a number of additional Shares equal to the number of Shares that, when added to the number of Shares owned by Parent and its subsidiaries at the time of exercise of the option constitutes one (1) Share more than 90% of the outstanding Shares after giving effect to the issuance of such Shares for a purchase price equal to the Offer Price, to enable us to effect a short-form merger. This right may be exercised by Purchaser, in whole and not in part, only once, at any time during the ten (10) business day period following the date of payment for Shares accepted for payment pursuant to and subject to the Offer Conditions (such payment for Shares accepted for payment pursuant to and subject to the Offer Conditions, the “Offer Closing”) (and if there shall have been commenced a subsequent offering period, after the expiration of such subsequent offering period). We refer to this option as the “Top-Up Option.” However, because Terremark has a limited number of Shares available for issuance under its certificate of incorporation, it is estimated that Purchaser would need to acquire in the Offer approximately 88% of the outstanding Shares in order to exercise the Top-Up Option. The aggregate purchase price payable for the Shares being purchased by Purchaser pursuant to the Top-Up Option will be payable by (i) cash in an amount equal to the aggregate par value of the Top-Up Option Shares and a promissory note having a principal amount equal to the balance of such purchase price or (ii) solely by a promissory note having a principal amount equal to such purchase price. The promissory note (A) shall be due on the first (1st) anniversary of the closing of the Top-Up Option, (B) shall bear simple interest of 5% per annum, (C) shall be full recourse to Parent and Purchaser, (D) may be prepaid, in whole or in part, at any time without premium or penalty and (E) shall have no other material terms. Furthermore, under the Merger Agreement, notwithstanding the foregoing, Purchaser may elect to pay for all or a portion of the aggregate purchase price payable for the Shares issued in connection with the Top-Up Option in cash and in connection therewith, Terremark will apply such cash proceeds (without the deduction of any other fee or expense) toward an optional redemption of the 12% Senior Secured Notes due 2017 of Terremark in the manner directed by Xxxxxx. Xxxxxxxxx has also agreed to issue Shares to us in certain other circumstances after the Offer Closing. See Section 12 – “Purpose of the Offer; Plans for Terremark.” Table of Contents Will I have appraisal rights in connection with the Offer? No appraisal rights will be available to you holders of Shares who tender such Shares in connection with the Offer. However, stockholders will be entitled if Merger Sub purchases Shares pursuant to appraisal rights in connection with the Merger if they do not tender Shares in the Offer and do not vote in favor of the Merger, subject to and in accordance with Delaware law. Stockholders must properly perfect their right to seek appraisal under Delaware law in connection with the Merger in order to exercise appraisal rights. See Section 17 – “Appraisal Rights.” What will happen to my employee stock options in the Offer? The Offer is made only for Shares and is not made for any employee stock options to purchase Shares that were granted under any Terremark stock plan (“Options”). Pursuant to the Merger Agreementcompleted, immediately prior to the effective time of the Merger (the “Effective Time”), each Option (vested or unvested) having an exercise price per Share that is less than the Offer Price will be deemed exercised and, at the Effective Time, will be terminated and converted into the right to receive an amount, without interest thereon and less any applicable withholding taxes, equal to the product of the total number holders of Shares deemed to be issued upon the deemed exercise of such Option and the excess of the Offer Price over the exercise price per Share previously subject to the Option. See Section 11 – “The Merger Agreement; Other Agreements – Terremark Stock Options.” What will happen to my restricted stock in the Offer? Pursuant to the Merger Agreement, (i) immediately prior the Effective Time, the vesting of all restricted Shares that are then unvested and awarded will be fully accelerated and (ii) at the Effective Time each then outstanding restricted Share will be automatically converted into the right to receive the Offer Price, without interest thereon and less any applicable withholding taxes. What will happen to my warrants in the Offer? The Offer is made only for Shares and is not made for any warrants to purchase Shares. Pursuant to the Merger Agreement, each warrant to purchase Shares that is issued, unexpired and unexercised immediately prior to the Effective Time and who (i) did not terminated pursuant to its terms in connection with the Merger (the “Warrants”), will entitle the holder to receive a payment in cash (without interest thereon and less any applicable withholding taxes), of an amount equal to the product of the total number of Shares previously subject to such Warrant and the excess, if any, of the Offer Price over the exercise price per Share previously subject to such Warrant. See Section 11 – “The Merger Agreement; Other Agreements – Terremark Warrants.” What are the material United States federal income tax consequences of tendering Shares? The receipt of cash in exchange for your Shares in the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. In general, for U.S. federal income tax purposes, you will recognize capital gain or loss in an amount equal to the difference between the amount of cash you receive and your adjusted tax basis in the Shares sold pursuant to the Offer or exchanged for cash pursuant to the Merger. This capital gain or loss will be long-term capital gain or loss if you have held the Shares for more than one (1) year as of the date of your sale or exchange of the tender their Shares pursuant to the Offer Offer, (ii) follow the procedures set forth in Section 262 of the DGCL and (iii) do not thereafter lose such holders’ appraisal rights (by withdrawal, failure to perfect or otherwise), will be entitled to have their Shares appraised by the Delaware Court of Chancery and to receive payment of the “fair value” of such shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest thereon. The “fair value” could be greater than, less than or the Merger. Special rules will apply to you if you are not a U.S. person for U.S. federal income tax purposessame as the Offer Price. See Section 5 – 17 — “Certain United States Federal Income Tax ConsequencesAppraisal Rights.” for a more detailed discussion of the tax treatment of the Offer. We urge you to consult with your own tax advisor as to the particular tax consequences to you of the Offer and the Merger. Who TABLE OF CONTENTS​ Whom should I call if I have questions about the Offer? You may call Xxxxxxxxx Inc. at (000) 000-0000 (Toll Free). Xxxxxxxxx Inc. is acting as MacKenzie Partners, Inc., the information agent for the Offer (the “Information Agent”), toll free at (000) 000-0000. See the back cover of this Offer to Purchase for additional contact information. Table of Contents To the Holders of Shares of Common Stock of Terremark: INTRODUCTION We, Verizon Holdings Vapor Merger Sub Inc., a Delaware corporation (“PurchaserMerger Sub”) and a wholly-wholly owned subsidiary of Verizon Communications JTI (US) Holding Inc., a Delaware corporation (“Parent”), are is offering to purchase all of the outstanding shares of common stock, par value $.001 0.10 per share (the “Shares”), of Terremark Worldwide, Inc.Vector Group Ltd., a Delaware corporation (“Terremark” or the “Company”), at a purchase price of in exchange for $19.00 15.00 per Share in cash, subject to applicable withholding taxes and without interest (the “Offer Price”), net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon on the terms and subject to the conditions set forth in this Offer to Purchase (as it may be amended, supplemented or otherwise modified from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each it may be amended amended, supplemented or supplemented otherwise modified from time to time, the “Letter of Transmittal”) and the related Notice of Guaranteed Delivery (as it may be amended, supplemented or otherwise modified from time to time, the “Notice of Guaranteed Delivery”) (which three documents, together with other related materials, collectively constitute the “Offer”), including the Minimum Condition. The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of January 27August 21, 2011 2024 (as it may be amended amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Parentthe Company, Purchaser Parent and Terremark. The Merger Agreement providesSub, among other thingspursuant to which, that as soon as practicable following (but in any event no later than one business day after) the consummation of the Offer and Offer, subject to certain conditionsthe satisfaction or waiver of the No Legal Prohibition Condition (as defined below), Purchaser Merger Sub will be merged merge with and into Terremark the Company (the “Merger”), and the Company will survive the Merger (the “Surviving Corporation”) with Terremark as a wholly owned subsidiary of Parent, on the terms and subject to the conditions set forth in the Merger Agreement. The Merger will be governed by Section 251(h) of the Delaware General Corporation Law (the “DGCL”) and will be effected by Merger Sub and the Company without a stockholder vote pursuant to the DGCL as soon as practicable following (but in any event no later than one business day after) the consummation of the Offer, subject to the satisfaction or waiver of the condition that no governmental authority of competent and applicable jurisdiction will have enacted, issued or promulgated any law or issued or granted any order that is in effect as of immediately prior to the Effective Time and has the effect of (a) making the Merger illegal or (b) prohibiting or otherwise preventing the consummation of the Merger (the “No Legal Prohibition Condition”). At the effective time of the Merger (being the surviving corporationtime and day of the filing and acceptance of the certificate of merger with the Secretary of State of the State of Delaware or at such later time and day as may be agreed in writing by Parent and the Company and specified in the certificate of merger in accordance with the DGCL, wholly-owned by Parent. In the Merger“Effective Time”), each Share issued and outstanding immediately prior to the effective time of Effective Time (excluding Shares owned by Parent, Merger Sub or the Merger (the “Effective Time”) (other than Shares held (i) by Terremark as treasury stockCompany, or by Parent any direct or Purchaserindirect wholly owned subsidiary of Parent, which Merger Sub or the Company, any Shares will be automatically cancelled irrevocably accepted for payment pursuant to the Offer, and will cease to exist or (ii) any Shares held by stockholders who exercise are entitled to demand, and who shall have properly and validly demanded their statutory rights of appraisal rights under Delaware law in respect of such Shares in compliance with respect to such SharesSection 262 of the DGCL) will shall be canceled and extinguished and automatically cancelled and converted in the Merger into the right to receive $19.00 or any greater per Share price paid in the OfferOffer Price (the “Merger Consideration”), without interest thereon and less subject to any applicable withholding taxestax. The Merger Agreement is more fully described in Section 11 – “The As a result of the Merger, the Company will cease to be a publicly traded company and will become a wholly owned subsidiary of Parent. Pursuant to the terms of the Merger Agreement; Other Agreements” which also contains a discussion of , at the treatment of stock optionsEffective Time, warrants and restricted stock. Xxxxxxxxx represented to Parent and Purchaser in the Merger Agreement that, as of January 26, 2011, there were (i) 67,402,815 Shares issued each outstanding and outstandingunexercised In-the-Money Option as of immediately prior to the Effective Time, whether vested or unvested, will be canceled and converted into the right to receive the Option Consideration applicable to such In-the-Money Option, (ii) 2,030,268 Shares reserved each outstanding and available unexercised Out-of-the-Money Option will be canceled for issuance upon, or otherwise deliverable in connection with, the exercise of outstanding options, no consideration payable therefor and (iii) 3,168,437 unvested restricted each outstanding Company TRSA and Company PRSA as of immediately prior to the Effective Time, whether vested or unvested, will be canceled and terminated as of immediately prior to the Effective Time and converted into the right to receive the TRSA/PRSA Consideration. Under no circumstances will interest be paid on the purchase price for the Shares, (iv) 2,014,750 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the exercise including by reason of outstanding warrants and (v) 9,660,534 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the conversion of the 6.625% senior convertible notes due 2013 (the “Convertible Notes”) of Terremark. Tendering stockholders who are record owners of their Shares and who tender directly to the Depositary (as defined below) will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions. The Terremark Board of Directors (the “Terremark Board”) has unanimously approved the Merger Agreement, the Offer and the Merger and determined that the Offer and the Merger are advisable and fair to, and in the best interests of, the holders of Shares. The Terremark Board unanimously recommends that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer. A more complete description of the Terremark Board’s reasons for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, is set forth in Terremark’s Solicitation/Recommendation Statement on Schedule 14D-9 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is being furnished to stockholders in connection with the Offer. Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth under the sub-heading “Background extension of the Offer and Merger; Reasons or any delay in making payment for Recommendation of the Board of DirectorsShares.”

per Share. The Offer Price represents a premium of 38.6% over Terremark’s volume weighted average share price for the twenty (20) trading days immediately preceding the public announcement of the Offer and the Merger and a premium of approximately 35% over the closing price on On December 8, 2015, the last full trading day of trading before we commenced the public announcement of Offer, the Offer and the Merger. We encourage you to obtain a recent market quotation for Shares in deciding whether to tender your Shareslast reported closing price per Share reported on NASDAQ was $10.94 per Share. See Section 6 – “Price 6—“Price Range of Shares; Dividends.” Table of Contents Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer? Yes. Concurrently with the execution of the Merger Agreement, each of Cyrte Investments GP If I B.V. in its capacity as general partner of CF I Invest C.V., VMware Bermuda Limited and Sun Equity Assets Limited entered into tender and support agreements with Parent and Purchaser (which we refer to collectively as the “Support Agreements”) pursuant to which such stockholders have agreed to (i) tender their Shares in the Offer upon the terms and subject to the conditions of the Support Agreements and (ii) vote their Shares in favor of the adoption of the Merger Agreement to approve the Merger (if necessary). The Shares subject to the Support Agreements comprise approximately 27.6% of the outstanding Shares. The Support Agreements will terminate upon certain circumstances, including upon termination of the Merger Agreement. See Section 11 – “The Merger Agreement; Other Agreements.” All of the directors and executive officers of Terremark have informed Terremark, strictly in their capacity as stockholders, that they intend to tender their Shares in accept the Offer, which Shares, according when and how will I get paid? If the conditions to Xxxxxxxxx, represent approximately 7% the Offer as described in Section 15—“Conditions of the outstanding Shares. They are, however, under no contractual Offer” are satisfied or other legal obligation to do so. What is the “Top-Up Option” waived and when will it be exercised? Under the Merger Agreement, if we do not acquire at least 90% of the outstanding Shares in consummate the Offer after our acceptance of, and payment accept your Shares for Shares pursuant to the Offerpayment, we have the option, subject to certain limitations, including the availability of authorized but unissued Shares, to purchase from Terremark up to a number of additional Shares will pay you an amount equal to the number of Shares that, when added to the number of Shares owned you tendered multiplied by Parent and its subsidiaries at the time of exercise of the option constitutes one (1) Share more than 90% of the outstanding Shares after giving effect to the issuance of such Shares for a purchase price equal to the Offer Price, to enable us to effect a short-form merger. This right may be exercised by Purchaser, $11.00 in whole and not in part, only once, at any time during the ten (10) business day period following the date of payment for Shares accepted for payment pursuant to and subject to the Offer Conditions (such payment for Shares accepted for payment pursuant to and subject to the Offer Conditions, the “Offer Closing”) (and if there shall have been commenced a subsequent offering period, after the expiration of such subsequent offering period). We refer to this option as the “Top-Up Option.” However, because Terremark has a limited number of Shares available for issuance under its certificate of incorporation, it is estimated that Purchaser would need to acquire in the Offer approximately 88% of the outstanding Shares in order to exercise the Top-Up Option. The aggregate purchase price payable for the Shares being purchased by Purchaser pursuant to the Top-Up Option will be payable by (i) cash in an amount equal to the aggregate par value of the Top-Up Option Shares and a promissory note having a principal amount equal to the balance of such purchase price or (ii) solely by a promissory note having a principal amount equal to such purchase price. The promissory note (A) shall be due on the first (1st) anniversary of the closing of the Top-Up Option, (B) shall bear simple interest of 5% per annum, (C) shall be full recourse to Parent and Purchaser, (D) may be prepaid, in whole or in part, at any time without premium or penalty and (E) shall have no other material terms. Furthermore, under the Merger Agreement, notwithstanding the foregoing, Purchaser may elect to pay for all or a portion of the aggregate purchase price payable for the Shares issued in connection with the Top-Up Option in cash and in connection therewith, Terremark will apply such cash proceeds (without the deduction of any other fee or expense) toward an optional redemption of the 12% Senior Secured Notes due 2017 of Terremark in the manner directed by Xxxxxx. Xxxxxxxxx has also agreed to issue Shares to us in certain other circumstances after the Offer Closing. See Section 12 – “Purpose of the Offer; Plans for Terremark.” Table of Contents Will I have appraisal rights in connection with the Offer? No appraisal rights will be available to you in connection with the Offer. However, stockholders will be entitled to appraisal rights in connection with the Merger if they do not tender Shares in the Offer and do not vote in favor of the Merger, subject to and in accordance with Delaware law. Stockholders must properly perfect their right to seek appraisal under Delaware law in connection with the Merger in order to exercise appraisal rights. See Section 17 – “Appraisal Rights.” What will happen to my employee stock options in the Offer? The Offer is made only for Shares and is not made for any employee stock options to purchase Shares that were granted under any Terremark stock plan (“Options”). Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger (the “Effective Time”), each Option (vested or unvested) having an exercise price per Share that is less than the Offer Price will be deemed exercised and, at the Effective Time, will be terminated and converted into the right to receive an amountcash, without interest thereon and less any applicable withholding taxes, equal to promptly following the product Expiration Date. See Sections 1—“Terms of the total number of Shares deemed to Offer” and 2—“Acceptance for Payment and Payment for Shares.” How will my outstanding Options, SARs and RSUs be issued upon treated in the deemed exercise of such Option Offer and the excess Merger? The Offer is being made for all outstanding Shares, but not for any outstanding equity or equity-based awards granted under the Boulder Brands, Inc. Third Amended and Restated Stock and Awards Plan, Smart Table of Contents Balance, Inc. 2012 Inducement Award Plan and Smart Balance, Inc. Inducement Award Plan, as amended from time to time, or any other plan, program or arrangement providing for the Offer Price over grant of equity-based awards (collectively, the exercise price per Share previously subject to “Boulder Brands, Inc. Stock Plans”). No outstanding equity or equity-based awards granted under the Option. See Section 11 – “The Merger Agreement; Other Agreements – Terremark Boulder Brands, Inc. Stock Options.” What will happen to my restricted stock Plans may be tendered in the Offer? Pursuant . In order to tender the Shares underlying an option granted under the Boulder Brands, Inc. Stock Plans (each, an “Option”) or a stock appreciation right granted under Boulder Brands, Inc. Stock Plans (each, a “SAR”) for the Offer Price, Options and SARs must be exercised (to the Merger Agreementextent they are exercisable) in accordance with their terms and in sufficient time to tender the Shares received pursuant to the Offer. In addition, (i) immediately prior subject to any required tax withholdings: • At the Effective Time, the vesting of all restricted Shares that are then unvested and awarded each outstanding, vested or unvested, Option will be fully accelerated and (ii) at the Effective Time each then outstanding restricted Share will be automatically converted into the right to receive the Offer Price, without interest thereon and less any applicable withholding taxes. What will happen to my warrants cancelled in the Offer? The Offer is made only exchange for Shares and is not made for any warrants to purchase Shares. Pursuant to the Merger Agreement, each warrant to purchase Shares that is issued, unexpired and unexercised immediately prior to the Effective Time and not terminated pursuant to its terms in connection with the Merger (the “Warrants”), will entitle the holder to receive a cash payment in cash (without interest thereon and less any applicable withholding taxes), of an amount equal to the product of the total number of Shares previously subject to such Warrant and the excess, if any, of the Offer Price over the exercise price per Share previously subject to such WarrantOption multiplied by the number of Shares subject to such Option (and if the exercise price per share of any such Option is equal to or greater than the Offer Price, such Option will be cancelled without any cash payment being made in respect thereof); • At the Effective Time, each outstanding, vested or unvested, SAR will be cancelled in exchange for a cash payment equal to the excess, if any, of the Offer Price over the xxxxx xxxxx per Share subject to such SAR multiplied by the number of Shares subject to such SAR (and if the xxxxx xxxxx per share of any such SAR is equal to or greater than the Offer Price, such SAR will be cancelled without any cash payment being made in respect thereof); and • Immediately prior to the Effective Time, each outstanding restricted stock unit with respect to Shares (each, an “RSU”) will fully vest, and each holder thereof will receive a cash payment equal to the Offer Price. See Section 11 – “The Merger Agreement; Other Agreements – Terremark Warrants.” As of the Effective Time, the Options, SARs, RSUs and the Boulder Brands, Inc. Stock Plans will be cancelled and be of no further force or effect. What are the material United States federal income tax consequences of tendering Sharesexchanging my Shares for cash pursuant to the Offer or the Merger? The receipt exchange of Shares for cash in exchange for your Shares in pursuant to the Offer or the Merger will be a taxable transaction for United States federal income tax purposes. In general, a stockholder that is a “U.S. holder” (as defined in Section 5—“Material United States Federal Income Tax Consequences”) who exchanges Shares for cash pursuant to the Offer or the Merger will recognize gain or loss for United States federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. In general, for U.S. federal income tax purposes, you will recognize capital gain or loss in an amount equal to the difference difference, if any, between the amount of cash you receive received and your the stockholder’s adjusted tax basis in the Shares sold pursuant to exchanged. Gain or loss will be determined separately for each block of Shares (that is, Shares acquired at the Offer or same cost in a single transaction) exchanged for cash pursuant to the Offer or the Merger. This capital Such gain or loss will generally be long-term capital gain or loss if you have held provided that the stockholder’s holding period for such Shares for is more than one (1) year as at the time of consummation of the date of your sale or exchange of Shares for cash pursuant to the Offer or the Merger, as the case may be. See Section 5—“Material United States Federal Income Tax Consequences.” Stockholders are urged to consult their tax advisors to determine the particular tax consequences to them (including the application and effect of any United States federal estate or gift tax rules, or any state, local or non-United States income and other tax laws) of an exchange of Shares for cash pursuant to the Offer or the Merger. Special rules Will I have the right to have my shares appraised? No appraisal rights are available in connection with the Offer, and Boulder stockholders who tender shares in the Offer will apply not have appraisal rights in connection with the Merger. If the Merger is consummated, Table of Contents however, Boulder stockholders whose Shares have not been purchased by Purchaser pursuant to you if you are not a U.S. person for U.S. federal income tax purposes. See the Offer will have certain rights under Section 5 – “Certain United States Federal Income Tax Consequences” for a more detailed discussion 262 of the tax treatment DGCL, to demand appraisal of, and to receive payment in cash of the Offerfair value of, their Shares. We urge you Boulder stockholders that perfect these rights by complying with the procedures set forth in Section 262 of the DGCL will have the fair value of their Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) determined by the Delaware Court of Chancery and will be entitled to consult with your own tax advisor as receive a cash payment equal to such fair value from Boulder. Any such judicial determination of the particular tax consequences fair value of Shares could be based upon considerations other than, or in addition to, the price paid in the Offer and the market value of the Shares, including asset values and the investment value of the Shares. The value so determined could be more or less than the price paid by Purchaser pursuant to you of the Offer and the Merger. You should be aware that an investment banking opinion as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer or the Merger, is not an opinion as to fair value under Section 262 of the DGCL. If any stockholder of Boulder who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his or her right to appraisal, as provided in the DGCL, each of the Shares of such holder will be converted into the right to receive an amount equal to the Offer Price. The foregoing summary of the rights of Boulder stockholders under the DGCL is qualified in its entirety by the full text of Section 262 of the DGCL, which is filed as Xxxxx XXX to Boulder’s Solicitation/Recommendation Statement on Schedule 14D-9 that is being mailed to you with this Offer to Purchase, and which is incorporated herein by reference. A more detailed discussion of appraisal rights can be found in Section 16—“Certain Legal Matters; Regulatory Approvals.” Who should I call if I have questions about the Offer? You may call Xxxxxxxxx Inc. X.X. Xxxx & Co., Inc., the Information Agent, at (000) 000-0000 (Toll Freetoll free), or you may call Xxxxxxx Xxxxxxxx Partners LP, the Dealer Manager, at (000) 000-0000 (toll free). Xxxxxxxxx X.X. Xxxx & Co., Inc. is acting as the information agent (Information Agent for the “Information Agent”)Offer and Xxxxxxx Xxxxxxxx Partners LP is acting as the Dealer Manager for the Offer. See the back cover of this Offer to Purchase for additional contact information. Table of Contents To the Holders of Shares of Common Stock of Terremark: INTRODUCTION We, Verizon Holdings Inc., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Verizon Communications Inc., a Delaware corporation (“Parent”), are offering to purchase all of the outstanding shares of common stock, par value $.001 per share (the “Shares”), of Terremark Worldwide, Inc., a Delaware corporation (“Terremark” or the “Company”), at a purchase price of $19.00 per Share (the “Offer Price”), net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”). The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of January 27, 2011 (as it may be amended from time to time, the “Merger Agreement”), by and among Parent, Purchaser and Terremark. The Merger Agreement provides, among other things, that following the consummation of the Offer and subject to certain conditions, Purchaser will be merged with and into Terremark (the “Merger”) with Terremark being the surviving corporation, wholly-owned by Parent. In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than Shares held (i) by Terremark as treasury stock, or by Parent or Purchaser, which Shares will be automatically cancelled and will cease to exist or (ii) by stockholders who exercise appraisal rights under Delaware law with respect to such Shares) will be automatically cancelled and converted in the Merger into the right to receive $19.00 or any greater per Share price paid in the Offer, without interest thereon and less any applicable withholding taxes. The Merger Agreement is more fully described in Section 11 – “The Merger Agreement; Other Agreements” which also contains a discussion of the treatment of stock options, warrants and restricted stock. Xxxxxxxxx represented to Parent and Purchaser in the Merger Agreement that, as of January 26, 2011, there were (i) 67,402,815 Shares issued and outstanding, (ii) 2,030,268 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the exercise of outstanding options, (iii) 3,168,437 unvested restricted Shares, (iv) 2,014,750 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the exercise of outstanding warrants and (v) 9,660,534 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the conversion of the 6.625% senior convertible notes due 2013 (the “Convertible Notes”) of Terremark. Tendering stockholders who are record owners of their Shares and who tender directly to the Depositary (as defined below) will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions. The Terremark Board of Directors (the “Terremark Board”) has unanimously approved the Merger Agreement, the Offer and the Merger and determined that the Offer and the Merger are advisable and fair to, and in the best interests of, the holders of Shares. The Terremark Board unanimously recommends that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer. A more complete description of the Terremark Board’s reasons for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, is set forth in Terremark’s Solicitation/Recommendation Statement on Schedule 14D-9 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is being furnished to stockholders in connection with the Offer. Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth under the sub-heading “Background of the Offer and Merger; Reasons for Recommendation of the Board of Directors.”

per Share. The Offer Price represents a premium of 38.6approximately 21.2% over Terremark’s volume weighted average share the closing stock price for the twenty (20) trading days immediately preceding the public announcement of the Offer and the Merger on June 13, 2014 and a premium of approximately 3534.7% over to the average closing price of Fusion-io's common stock during the 30-day trading period ended on June 13, 2014. On June 23, 2014, the last full trading day of trading before the public announcement commencement of the Offer and Offer, the Merger. We encourage you to obtain a recent market quotation for reported closing sales price of the Shares in deciding whether to tender your Shareson the NYSE was $11.64 per Share. See Section 6 – “Price 6—"Price Range of Shares; Dividends.” Table of Contents Have any stockholders already agreed to " If I tender their Shares in my Shares, when and how will I get paid? If the Offer or to otherwise support Conditions set forth in Section 15—"Certain Conditions of the Offer? Yes. Concurrently with the execution of the Merger Agreement, each of Cyrte Investments GP I B.V. in its capacity as general partner of CF I Invest C.V., VMware Bermuda Limited and Sun Equity Assets Limited entered into tender and support agreements with Parent " are satisfied or waived and Purchaser (which we refer to collectively as the “Support Agreements”) pursuant to which such stockholders have agreed to (i) tender their Shares in consummates the Offer upon the terms and subject to the conditions of the Support Agreements and (ii) vote their accepts your Shares in favor of the adoption of the Merger Agreement to approve the Merger (if necessary). The Shares subject to the Support Agreements comprise approximately 27.6% of the outstanding Shares. The Support Agreements will terminate upon certain circumstances, including upon termination of the Merger Agreement. See Section 11 – “The Merger Agreement; Other Agreements.” All of the directors and executive officers of Terremark have informed Terremark, strictly in their capacity as stockholders, that they intend to tender their Shares in the Offer, which Shares, according to Xxxxxxxxx, represent approximately 7% of the outstanding Shares. They are, however, under no contractual or other legal obligation to do so. What is the “Top-Up Option” and when will it be exercised? Under the Merger Agreement, if we do not acquire at least 90% of the outstanding Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offerpayment, we have the option, subject to certain limitations, including the availability of authorized but unissued Shares, to purchase from Terremark up to a number of additional Shares will pay you an amount equal to the number of Shares thatyou tendered multiplied by $11.25 in cash, when added to the number of Shares owned by Parent and its subsidiaries at the time of exercise without interest, less any applicable withholding taxes, promptly following expiration of the option constitutes one (1) Share more than 90% of the outstanding Shares after giving effect to the issuance of such Shares for a purchase price equal to the Offer Price, to enable us to effect a short-form merger. This right may be exercised by Purchaser, in whole and not in part, only once, at any time during the ten (10) business day period following the date of payment for Shares accepted for payment pursuant to and subject to the Offer Conditions (such payment for Shares accepted for payment pursuant to and subject to the Offer Conditions, the “Offer Closing”) (and if there shall have been commenced a subsequent offering period, after the expiration of such subsequent offering period). We refer to this option as the “Top-Up Option.” However, because Terremark has a limited number of Shares available for issuance under its certificate of incorporation, it is estimated that Purchaser would need to acquire in the Offer approximately 88% of the outstanding Shares in order to exercise the Top-Up Option. The aggregate purchase price payable for the Shares being purchased by Purchaser pursuant to the Top-Up Option will be payable by (i) cash in an amount equal to the aggregate par value of the Top-Up Option Shares and a promissory note having a principal amount equal to the balance of such purchase price or (ii) solely by a promissory note having a principal amount equal to such purchase price. The promissory note (A) shall be due on the first (1st) anniversary of the closing of the Top-Up Option, (B) shall bear simple interest of 5% per annum, (C) shall be full recourse to Parent and Purchaser, (D) may be prepaid, in whole or in part, at any time without premium or penalty and (E) shall have no other material terms. Furthermore, under the Merger Agreement, notwithstanding the foregoing, Purchaser may elect to pay for all or a portion of the aggregate purchase price payable for the Shares issued in connection with the Top-Up Option in cash and in connection therewith, Terremark will apply such cash proceeds (without the deduction of any other fee or expense) toward an optional redemption of the 12% Senior Secured Notes due 2017 of Terremark in the manner directed by Xxxxxx. Xxxxxxxxx has also agreed to issue Shares to us in certain other circumstances after the Offer ClosingOffer. See Section 12 – “Purpose 1—"Terms of the Offer; Plans " and Section 2—"Acceptance for TerremarkPayment and Payment for Shares.” Table of Contents " Will I have appraisal rights in connection with the Offer? No appraisal rights will be available to you in connection with the Offer. However, stockholders will you may be entitled to appraisal rights in connection with the Merger if they you do not tender Shares in the Offer and do not vote in favor of the MergerOffer, subject to and in accordance with Delaware law. Stockholders must You would need to properly perfect their your right to seek appraisal under Delaware law in connection with the Merger in order to exercise appraisal rights. See Section 17 – “Appraisal 17—"Appraisal Rights.” " What will happen to my employee stock options in the Offer? The Offer is made only for Shares and is not made for any employee stock options to purchase Shares that were granted under any Terremark stock plan (“Options”). Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger (the “Effective Time”), each Option (vested or unvested) having an exercise price per Share that is less than the Offer Price will be deemed exercised and, at the Effective Time, will be terminated and converted into the right to receive an amount, without interest thereon and less any applicable withholding taxes, equal to the product of the total number of Shares deemed to be issued upon the deemed exercise of such Option and the excess of the Offer Price over the exercise price per Share previously subject to the Option. See Section 11 – “The Merger Agreement; Other Agreements – Terremark Stock Options.” What will happen to my restricted stock units in the Offer? Pursuant to the Merger Agreement, as of the Offer Closing, each option to purchase shares of Fusion-io's common stock (ia "Fusion-io Option") that is unvested, unexpired, unexercised and outstanding immediately prior before the Effective TimeOffer Closing (an "Unvested Fusion-io Option"), the vesting has an exercise price of all restricted Shares that are then unvested and awarded will be fully accelerated and (ii) at the Effective Time each then outstanding restricted Share will be automatically converted into the right to receive less than the Offer Price, without interest thereon and less any applicable withholding taxes. What will happen to my warrants in the Offer? The Offer is made only for Shares and is not made for any warrants to purchase Shares. Pursuant to the Merger Agreementheld by a person who is, each warrant to purchase Shares that is issued, unexpired and unexercised as of immediately prior to the Effective Time and not terminated pursuant to Offer Closing, an employee of Fusion-io or any of its terms in connection with the Merger (the “Warrants”)subsidiaries, will entitle be assumed by Parent and converted automatically at the holder Offer Closing into that number of options to receive a payment in cash purchase shares of Parent's common stock (without interest thereon "Parent Common Stock", and less any applicable withholding taxes)such options, of an amount the "Parent Options") equal to the product of the total number of Shares previously subject to such Warrant and the excess, if any, of the Offer Price over the exercise price per Share previously subject to such Warrant. See Section 11 – “The Merger Agreement; Other Agreements – Terremark Warrants.” What are the material United States federal income tax consequences of tendering Shares? The receipt of cash in exchange for your Shares in the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. In general, for U.S. federal income tax purposes, you will recognize capital gain or loss in an amount equal to the difference between the amount of cash you receive and your adjusted tax basis in the Shares sold pursuant to the Offer or exchanged for cash pursuant to the Merger. This capital gain or loss will be long-term capital gain or loss if you have held the Shares for more than one (1) year as of the date of your sale or exchange of the Shares pursuant to the Offer or the Merger. Special rules will apply to you if you are not a U.S. person for U.S. federal income tax purposes. See Section 5 – “Certain United States Federal Income Tax Consequences” for a more detailed discussion of the tax treatment of the Offer. We urge you to consult with your own tax advisor as to the particular tax consequences to you of the Offer and the Merger. Who should I call if I have questions about the Offer? You may call Xxxxxxxxx Inc. at (000) 000-0000 (Toll Free). Xxxxxxxxx Inc. is acting as the information agent (the “Information Agent”). See the back cover of this Offer to Purchase for additional contact information. Table of Contents To the Holders of Shares of Common Stock of Terremark: INTRODUCTION We, Verizon Holdings Inc., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Verizon Communications Inc., a Delaware corporation (“Parent”), are offering to purchase all of the outstanding shares of common stock, par value $.001 per share (the “Shares”), of Terremark Worldwide, Inc., a Delaware corporation (“Terremark” or the “Company”), at a purchase price of $19.00 per Share (the “Offer Price”), net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”). The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of January 27, 2011 (as it may be amended from time to time, the “Merger Agreement”), by and among Parent, Purchaser and Terremark. The Merger Agreement provides, among other things, that following the consummation of the Offer and subject to certain conditions, Purchaser will be merged with and into Terremark (the “Merger”) with Terremark being the surviving corporation, wholly-owned by Parent. In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than Shares held (i) by Terremark as treasury stock, or by Parent or Purchaser, which Shares will be automatically cancelled and will cease to exist or (ii) by stockholders who exercise appraisal rights under Delaware law with respect to such Shares) will be automatically cancelled and converted in the Merger into the right to receive $19.00 or any greater per Share price paid in the Offer, without interest thereon and less any applicable withholding taxes. The Merger Agreement is more fully described in Section 11 – “The Merger Agreement; Other Agreements” which also contains a discussion of the treatment of stock options, warrants and restricted stock. Xxxxxxxxx represented to Parent and Purchaser in the Merger Agreement that, as of January 26, 2011, there were (i) 67,402,815 Shares issued and outstanding, (ii) 2,030,268 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the exercise of outstanding options, (iii) 3,168,437 unvested restricted Shares, (iv) 2,014,750 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the exercise of outstanding warrants and (v) 9,660,534 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the conversion of the 6.625% senior convertible notes due 2013 (the “Convertible Notes”) of Terremark. Tendering stockholders who are record owners of their Shares and who tender directly to the Depositary (as defined below) will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions. The Terremark Board of Directors (the “Terremark Board”) has unanimously approved the Merger Agreement, the Offer and the Merger and determined that the Offer and the Merger are advisable and fair to, and in the best interests of, the holders of Shares. The Terremark Board unanimously recommends that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer. A more complete description of the Terremark Board’s reasons for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, is set forth in Terremark’s Solicitation/Recommendation Statement on Schedule 14D-9 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is being furnished to stockholders in connection with the Offer. Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth under the sub-heading “Background of the Offer and Merger; Reasons for Recommendation of the Board of Directors.”

per Share. The Offer Price represents a premium of 38.6% over Terremark’s volume weighted average share price for the twenty (20) trading days immediately preceding the public announcement of the Offer and the Merger and a premium of approximately 35% over the closing price on the last full day of trading before the public announcement of the Offer and the Merger. We encourage you to obtain a recent market quotation for Shares in before deciding whether to tender your Shares. See Section 6 – “Price Range of Shares; DividendsDividends on the Shares.” Table of Contents Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer? Yes. Concurrently with the execution of entering into the Merger Agreement, each of Cyrte Investments GP I B.V. in its capacity as general partner of CF I Invest C.V., VMware Bermuda Limited and Sun Equity Assets Limited entered into tender and support agreements with Parent and Purchaser entered into Support Agreements with certain stockholders (each a “Tendering Stockholder”), which we refer to collectively as provide, among other things, that the “Tendering Stockholder will tender into the Offer, and not withdraw, all outstanding Shares the Tendering Stockholder owns of record or beneficially (within the meaning of Rule 13d-3 under the Exchange Act). The Support Agreements”) pursuant to which such stockholders have agreed to Agreements also provide that the Tendering Stockholder will vote its Shares against alternative corporate transactions and will not solicit or engage in discussions with third parties regarding alternative corporation transactions. The Support Agreements terminate upon the earliest of (i) tender their Shares in the Offer upon mutual written agreement of Parent and the terms and subject to the conditions of the Support Agreements and Tendering Stockholder, (ii) vote their Shares in favor of the adoption Effective Time and (iii) the valid termination of the Merger Agreement to approve the Merger (if necessary)in accordance with its terms. The Tendering Stockholders beneficially owned, in aggregate, 17,481,903 Shares (or approximately 12.6% of all Shares outstanding, including Shares subject to the Support Agreements comprise approximately 27.6% stock options and warrants to purchase Shares, as of the outstanding Shares. The Support Agreements will terminate upon certain circumstancesclose of business on December 5, including upon termination 2019 and based on the representation of ArQule in the Merger Agreement). See Section 11 – “The Merger Agreement; Agreement; Other Agreements –Support Agreements.” All of the directors and executive officers of Terremark have informed Terremark, strictly in their capacity as stockholders, that they intend to tender their Shares in the Offer, which Shares, according to Xxxxxxxxx, represent approximately 7% of the outstanding Shares. They are, however, under no contractual or other legal obligation to do so. What is the “Top-Up Option” and when will it be exercised? Under the Merger Agreement, if we do not acquire at least 90% of the outstanding Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have the option, subject to certain limitations, including the availability of authorized but unissued Shares, to purchase from Terremark up to a number of additional Shares equal to the number of Shares that, when added to the number of Shares owned by Parent and its subsidiaries at the time of exercise of the option constitutes one (1) Share more than 90% of the outstanding Shares after giving effect to the issuance of such Shares for a purchase price equal to the Offer Price, to enable us to effect a short-form merger. This right may be exercised by Purchaser, in whole and not in part, only once, at any time during the ten (10) business day period following the date of payment for Shares accepted for payment pursuant to and subject to the Offer Conditions (such payment for Shares accepted for payment pursuant to and subject to the Offer Conditions, the “Offer Closing”) (and if there shall have been commenced a subsequent offering period, after the expiration of such subsequent offering period). We refer to this option as the “Top-Up Option.” However, because Terremark has a limited number of Shares available for issuance under its certificate of incorporation, it is estimated that Purchaser would need to acquire in the Offer approximately 88% of the outstanding Shares in order to exercise the Top-Up Option. The aggregate purchase price payable for the Shares being purchased by Purchaser pursuant to the Top-Up Option will be payable by (i) cash in an amount equal to the aggregate par value of the Top-Up Option Shares and a promissory note having a principal amount equal to the balance of such purchase price or (ii) solely by a promissory note having a principal amount equal to such purchase price. The promissory note (A) shall be due on the first (1st) anniversary of the closing of the Top-Up Option, (B) shall bear simple interest of 5% per annum, (C) shall be full recourse to Parent and Purchaser, (D) may be prepaid, in whole or in part, at any time without premium or penalty and (E) shall have no other material terms. Furthermore, under the Merger Agreement, notwithstanding the foregoing, Purchaser may elect to pay for all or a portion of the aggregate purchase price payable for the Shares issued in connection with the Top-Up Option in cash and in connection therewith, Terremark will apply such cash proceeds (without the deduction of any other fee or expense) toward an optional redemption of the 12% Senior Secured Notes due 2017 of Terremark in the manner directed by Xxxxxx. Xxxxxxxxx has also agreed to issue Shares to us in certain other circumstances after the Offer Closing. See Section 12 – “Purpose of the Offer; Plans for Terremark.” Table of Contents Will I have appraisal rights in connection with the Offer? No appraisal rights will be available to you holders of Shares who tender such Shares in connection with the Offer. However, stockholders if Purchaser purchases Shares pursuant to the Offer and the Merger is completed, holders of Shares immediately prior to the Effective Time who (i) did not tender their Shares in the Offer, (ii) follow the procedures set forth in Section 262 of the DGCL and (iii) do not thereafter lose such holders’ appraisal rights (by withdrawal, failure to perfect or otherwise), will be entitled to appraisal rights in connection with have their Shares appraised by the Merger if they do not tender Shares in Delaware Court of Chancery and to receive payment of the Offer and do not vote in favor “fair value” of such shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, subject to and in accordance together with Delaware lawinterest, thereon. Stockholders must properly perfect their right to seek appraisal under Delaware law in connection with The “fair value” could be greater than, less than or the Merger in order to exercise appraisal rightssame as the Offer Price. See Section 17 – “Appraisal Rights.” What will happen to my employee stock options in the Offer? The Offer is made only for Shares and is not made for any employee stock options to purchase Shares that were granted under any Terremark stock plan (“Options”). Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger (the “Effective Time”), each Option (vested or unvested) having an exercise price per Share that is less than the Offer Price will be deemed exercised and, at the Effective Time, will be terminated and converted into the right to receive an amount, without interest thereon and less any applicable withholding taxes, equal to the product of the total number of Shares deemed to be issued upon the deemed exercise of such Option and the excess of the Offer Price over the exercise price per Share previously subject to the Option. See Section 11 – “The Merger Agreement; Other Agreements – Terremark Stock Options.” What will happen to my restricted stock in the Offer? Pursuant to the Merger Agreement, (i) immediately prior the Effective Time, the vesting of all restricted Shares that are then unvested and awarded will be fully accelerated and (ii) at the Effective Time each then outstanding restricted Share will be automatically converted into the right to receive the Offer Price, without interest thereon and less any applicable withholding taxes. What will happen to my warrants in the Offer? The Offer is made only for Shares and is not made for any warrants to purchase Shares. Pursuant to the Merger Agreement, each warrant to purchase Shares that is issued, unexpired and unexercised immediately prior to the Effective Time and not terminated pursuant to its terms in connection with the Merger (the “Warrants”), will entitle the holder to receive a payment in cash (without interest thereon and less any applicable withholding taxes), of an amount equal to the product of the total number of Shares previously subject to such Warrant and the excess, if any, of the Offer Price over the exercise price per Share previously subject to such Warrant. See Section 11 – “The Merger Agreement; Other Agreements – Terremark Warrants.” What are the material United States federal income tax consequences of tendering Shares? The receipt of cash in exchange for your Shares in the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. In general, for U.S. federal income tax purposes, you will recognize capital gain or loss in an amount equal to the difference between the amount of cash you receive and your adjusted tax basis in the Shares sold pursuant to the Offer or exchanged for cash pursuant to the Merger. This capital gain or loss will be long-term capital gain or loss if you have held the Shares for more than one (1) year as of the date of your sale or exchange of the Shares pursuant to the Offer or the Merger. Special rules will apply to you if you are not a U.S. person for U.S. federal income tax purposes. See Section 5 – “Certain United States Federal Income Tax Consequences” for a more detailed discussion of the tax treatment of the Offer. We urge you to consult with your own tax advisor as to the particular tax consequences to you of the Offer and the Merger. Who Whom should I call if I have questions about the Offer? You may call Xxxxxxxxx Inc. at (000) 000-0000 (Toll Free). Xxxxxxxxx Inc. is acting as X.X. Xxxx & Co. Inc., the information agent for the Offer (the “Information Agent”), toll free at (000) 000-0000. See the back cover of this Offer to Purchase for additional contact information. Table of Contents To the Holders of Shares of Common Stock of Terremark: INTRODUCTION We, Verizon Holdings Inc., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Verizon Communications Inc., a Delaware corporation (“Parent”), are offering to purchase all of the outstanding shares of common stock, par value $.001 per share (the “Shares”), of Terremark Worldwide, Inc., a Delaware corporation (“Terremark” or the “Company”), at a purchase price of $19.00 per Share (the “Offer Price”), net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”). The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of January 27, 2011 (as it may be amended from time to time, the “Merger Agreement”), by and among Parent, Purchaser and Terremark. The Merger Agreement provides, among other things, that following the consummation of the Offer and subject to certain conditions, Purchaser will be merged with and into Terremark (the “Merger”) with Terremark being the surviving corporation, wholly-owned by Parent. In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than Shares held (i) by Terremark as treasury stock, or by Parent or Purchaser, which Shares will be automatically cancelled and will cease to exist or (ii) by stockholders who exercise appraisal rights under Delaware law with respect to such Shares) will be automatically cancelled and converted in the Merger into the right to receive $19.00 or any greater per Share price paid in the Offer, without interest thereon and less any applicable withholding taxes. The Merger Agreement is more fully described in Section 11 – “The Merger Agreement; Other Agreements” which also contains a discussion of the treatment of stock options, warrants and restricted stock. Xxxxxxxxx represented to Parent and Purchaser in the Merger Agreement that, as of January 26, 2011, there were (i) 67,402,815 Shares issued and outstanding, (ii) 2,030,268 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the exercise of outstanding options, (iii) 3,168,437 unvested restricted Shares, (iv) 2,014,750 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the exercise of outstanding warrants and (v) 9,660,534 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the conversion of the 6.625% senior convertible notes due 2013 (the “Convertible Notes”) of Terremark. Tendering stockholders who are record owners of their Shares and who tender directly to the Depositary (as defined below) will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions. The Terremark Board of Directors (the “Terremark Board”) has unanimously approved the Merger Agreement, the Offer and the Merger and determined that the Offer and the Merger are advisable and fair to, and in the best interests of, the holders of Shares. The Terremark Board unanimously recommends that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer. A more complete description of the Terremark Board’s reasons for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, is set forth in Terremark’s Solicitation/Recommendation Statement on Schedule 14D-9 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is being furnished to stockholders in connection with the Offer. Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth under the sub-heading “Background of the Offer and Merger; Reasons for Recommendation of the Board of Directors.”

per Share. The Offer Price represents a premium of 38.6% over Terremark’s volume weighted average share price for the twenty (20) trading days immediately preceding the public announcement of the Offer and the Merger and a premium of approximately 35% over the closing price on On February 6, 2018, the last full day of trading before the public announcement commencement of the Offer and Offer, the Mergerreported closing sales price of the Shares on NASDAQ was $103.24 per Share. We encourage you to obtain a recent current market quotation quotations for Shares in before deciding whether to tender your Shares. See Section 6 – — “Price Range of Shares; DividendsDividends on the Shares.” Table of Contents Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer? YesNo. Concurrently with the execution of the Merger Agreement, each of Cyrte Investments GP I B.V. in its capacity as general partner of CF I Invest C.V., VMware Bermuda Limited and Sun Equity Assets Limited entered into tender and support agreements with Parent and Purchaser (which we refer to collectively as the “Support Agreements”) pursuant to which such stockholders have agreed to (i) tender their Shares in the Offer upon the terms and subject to the conditions of the Support Agreements and (ii) vote their Shares in favor of the adoption of the Merger Agreement to approve the Merger (if necessary). The Shares subject to the Support Agreements comprise approximately 27.6% of the outstanding Shares. The Support Agreements will terminate upon certain circumstances, including upon termination of the Merger Agreement. See Section 11 – “The Merger Agreement; Other Agreements.” All of the directors and executive officers of Terremark have informed Terremark, strictly in their capacity as stockholders, that they intend to tender their Shares in the Offer, which Shares, according to Xxxxxxxxx, represent approximately 7% of the outstanding Shares. They are, however, under no contractual or other legal obligation to do so. What is the “Top-Up Option” and when will it be exercised? Under the Merger Agreement, if we do not acquire at least 90% of the outstanding Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have the option, subject to certain limitations, including the availability of authorized but unissued Shares, to purchase from Terremark up to a number of additional Shares equal to the number of Shares that, when added to the number of Shares owned by Parent and its subsidiaries at the time of exercise of the option constitutes one (1) Share more than 90% of the outstanding Shares after giving effect to the issuance of such Shares for a purchase price equal to the Offer Price, to enable us to effect a short-form merger. This right may be exercised by Purchaser, in whole and not in part, only once, at any time during the ten (10) business day period following the date of payment for Shares accepted for payment pursuant to and subject to the Offer Conditions (such payment for Shares accepted for payment pursuant to and subject to the Offer Conditions, the “Offer Closing”) (and if there shall have been commenced a subsequent offering period, after the expiration of such subsequent offering period). We refer to this option as the “Top-Up Option.” However, because Terremark has a limited number of Shares available for issuance under its certificate of incorporation, it is estimated that Purchaser would need to acquire in the Offer approximately 88% of the outstanding Shares in order to exercise the Top-Up Option. The aggregate purchase price payable for the Shares being purchased by Purchaser pursuant to the Top-Up Option will be payable by (i) cash in an amount equal to the aggregate par value of the Top-Up Option Shares and a promissory note having a principal amount equal to the balance of such purchase price or (ii) solely by a promissory note having a principal amount equal to such purchase price. The promissory note (A) shall be due on the first (1st) anniversary of the closing of the Top-Up Option, (B) shall bear simple interest of 5% per annum, (C) shall be full recourse to Parent and Purchaser, (D) may be prepaid, in whole or in part, at any time without premium or penalty and (E) shall have no other material terms. Furthermore, under the Merger Agreement, notwithstanding the foregoing, Purchaser may elect to pay for all or a portion of the aggregate purchase price payable for the Shares issued in connection with the Top-Up Option in cash and in connection therewith, Terremark will apply such cash proceeds (without the deduction of any other fee or expense) toward an optional redemption of the 12% Senior Secured Notes due 2017 of Terremark in the manner directed by Xxxxxx. Xxxxxxxxx has also agreed to issue Shares to us in certain other circumstances after the Offer Closing. See Section 12 – “Purpose of the Offer; Plans for Terremark.” Table of Contents Will I have appraisal rights in connection with the Offer? No appraisal rights will be available to you in connection with the Offer. However, stockholders will be entitled if Purchaser purchases Shares pursuant to appraisal rights in connection with the Offer, and the Merger if they do not tender Shares in the Offer and do not vote in favor of the Mergeris completed, subject to and in accordance with Delaware law. Stockholders must properly perfect their right to seek appraisal under Delaware law in connection with the Merger in order to exercise appraisal rights. See Section 17 – “Appraisal Rights.” What will happen to my employee stock options in the Offer? The Offer is made only for Shares and is not made for any employee stock options to purchase Shares that were granted under any Terremark stock plan (“Options”). Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger (the “Effective Time”), each Option (vested or unvested) having an exercise price per Share that is less than the Offer Price will be deemed exercised and, at the Effective Time, will be terminated and converted into the right to receive an amount, without interest thereon and less any applicable withholding taxes, equal to the product of the total number holders of Shares deemed to be issued upon the deemed exercise of such Option and the excess of the Offer Price over the exercise price per Share previously subject to the Option. See Section 11 – “The Merger Agreement; Other Agreements – Terremark Stock Options.” What will happen to my restricted stock in the Offer? Pursuant to the Merger Agreement, (i) immediately prior the Effective Time, the vesting of all restricted Shares that are then unvested and awarded will be fully accelerated and (ii) at the Effective Time each then outstanding restricted Share will be automatically converted into the right to receive the Offer Price, without interest thereon and less any applicable withholding taxes. What will happen to my warrants in the Offer? The Offer is made only for Shares and is not made for any warrants to purchase Shares. Pursuant to the Merger Agreement, each warrant to purchase Shares that is issued, unexpired and unexercised immediately prior to the Effective Time who (i) did not tender their Shares in the Offer, (ii) follow the procedures set forth in Section 262 of the DGCL and (iii) do not terminated pursuant thereafter lose such holders’ appraisal rights (by withdrawal, failure to its terms in connection with the Merger (the “Warrants”perfect or otherwise), will entitle be entitled to have their Shares appraised by the holder Delaware Court of Chancery and to receive a payment in cash (without interest thereon and less any applicable withholding taxes), of an amount equal to the product of the total number “fair value” of Shares previously subject to such Warrant and shares, exclusive of any element of value arising from the excess, if any, accomplishment or expectation of the Merger, together with interest, thereon. The “fair value” could be greater than, less than or the same as the Offer Price over the exercise price per Share previously subject to such WarrantPrice. See Section 11 – 17 — “The Merger Agreement; Other Agreements – Terremark WarrantsAppraisal Rights.” What are the material United States federal income tax consequences of tendering Shares? The receipt of cash in exchange for your Shares in the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. In general, for U.S. federal income tax purposes, you will recognize capital gain or loss in an amount equal to the difference between the amount of cash you receive and your adjusted tax basis in the Shares sold pursuant to the Offer or exchanged for cash pursuant to the Merger. This capital gain or loss will be long-term capital gain or loss if you have held the Shares for more than one (1) year as of the date of your sale or exchange of the Shares pursuant to the Offer or the Merger. Special rules will apply to you if you are not a U.S. person for U.S. federal income tax purposes. See Section 5 – “Certain United States Federal Income Tax Consequences” for a more detailed discussion of the tax treatment of the Offer. We urge you to consult with your own tax advisor as to the particular tax consequences to you of the Offer and the Merger. Who Whom should I call if I have questions about the Offer? You may call Xxxxxxxxx Inc. at (000) 000-0000 (Toll Free). Xxxxxxxxx Inc. is acting as MacKenzie Partners, Inc., the information agent for the Offer (the “Information Agent”), toll free at (000) 000-0000. See the back cover of this Offer to Purchase for additional contact information. Table of Contents To the Holders of Shares of Common Stock of Terremark: INTRODUCTION We, Verizon Holdings Inc.Blink Acquisition Corp., a Delaware corporation (“Purchaser”) and a an indirect, wholly-owned subsidiary of Verizon Communications Inc.Sanofi, a Delaware corporation French société anonyme (“Parent”), are is offering to purchase any and all of the outstanding shares of common stock, par value $.001 0.001 per share (the “Shares”), of Terremark Worldwide, Bioverativ Inc., a Delaware corporation (“Terremark” or the “Company”), at a purchase price of $19.00 105.00 per Share in cash (the “Offer Price”), net to the seller in cash, ) without interest thereon and less net of any applicable withholding taxesrequired tax withholding, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with the this Offer to Purchase, as each they may be amended or supplemented from time to time, collectively constitute the “Offer”). The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of January 2721, 2011 2018 (as it may be amended from time to time, the “Merger Agreement”), by and among Parentthe Company, Purchaser Parent and Terremark. The Merger Agreement providesPurchaser, among other thingspursuant to which, that as soon as practicable following (and on the same day as) the consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will be merged merge with and into Terremark the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), upon the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation (the “Surviving Corporation”) and becoming an indirect, wholly-owned subsidiary of Parent (the “Merger”) with Terremark being the surviving corporation, wholly-owned by Parent). In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than Shares held (i) Shares owned by Terremark as treasury stockPurchaser, or by Parent or Purchaserany other direct or indirect wholly-owned subsidiary of Parent immediately prior to the Effective Time, which Shares will be automatically cancelled and will cease to exist or (ii) Shares owned by stockholders the Company (or held in the Company’s treasury) or any direct or indirect wholly-owned subsidiary of the Company immediately prior to the Effective Time or (iii) Shares held by any stockholder who exercise is entitled to demand appraisal and has properly exercised and perfected a demand for appraisal of such Shares pursuant to, and who has complied in all respects with, Section 262 of the DGCL and who, as of the Effective Time, has neither effectively withdrawn nor lost such stockholder’s rights to such appraisal and payment under Delaware law the DGCL with respect to such Shares) will be automatically cancelled and converted in the Merger into the right to receive $19.00 or any greater per Share price paid an amount in cash equal to the OfferOffer Price, without interest thereon and less net of any applicable withholding taxesrequired tax withholding. Under no circumstances will interest be paid on the purchase price for the Shares, regardless of any extension of the Offer or any delay in making payment for the Shares. The Merger Agreement is more fully described in Section 11 – “The Merger Agreement; Other Agreements.” which also contains a discussion of the treatment of stock options, warrants and restricted stock. Xxxxxxxxx represented to Parent and Purchaser in the Merger Agreement that, as of January 26, 2011, there were (i) 67,402,815 Shares issued and outstanding, (ii) 2,030,268 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the exercise of outstanding options, (iii) 3,168,437 unvested restricted Shares, (iv) 2,014,750 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the exercise of outstanding warrants and (v) 9,660,534 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the conversion of the 6.625% senior convertible notes due 2013 (the “Convertible Notes”) of Terremark. Tendering stockholders who are the holders of record owners of their Shares and who tender directly to Continental Stock Transfer & Trust Company, which is the Depositary depositary and paying agent for the Offer (as defined below) the “Depositary”), will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction Section 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions. The Terremark Board of Directors of the Company (the “Terremark Company Board”) has unanimously approved unanimously: (i) declared that the Merger Agreement, the Offer Merger and the Merger and determined that the Offer and the Merger other transactions contemplated thereby are advisable and advisable, fair to, to and in the best interests ofof the Company and its stockholders, (ii) adopted and approved the holders of Shares. The Terremark Board unanimously recommends Merger Agreement and approved that the holders Company enter into the Merger Agreement and consummate the transactions contemplated thereby, including the Offer and the Merger, on the terms and subject to the conditions set forth therein, (iii) determined to recommend that the stockholders of Shares the Company (other than Parent and its subsidiaries) accept the Offer and tender their shares to Purchaser pursuant to the Offer, (iv) resolved to take all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of the DGCL and any other applicable law with respect to a “moratorium,” “control share acquisition,” “business combination,” “fair price” or other forms of anti-takeover laws or regulations that may purport to be applicable will not apply with respect to or as a result of the Merger, this Agreement, and the Transactions (as defined below) and (v) agreed and authorized that the Merger be governed by Section 251(h) of the DGCL and consummated as soon as practicable following the consummation of the Offer. Table of Contents More complete descriptions of the Company Board’s reasons for recommending that the Company’s stockholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer. A more complete description of the Terremark Board’s reasons , and for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the MergerMerger (collectively, is the “Transactions”), are set forth in Terremarkthe Company’s Solicitation/Recommendation Statement on the Schedule 14D-9 under the Securities Exchange Act of 1934, as amended (the “Exchange ActSchedule 14D-9”), ) that is being furnished mailed to stockholders in connection you together with the Offerthis Offer to Purchase. Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth in Item 4 under the sub-heading headings “Background of the Offer and Merger; ” and “Reasons for Recommendation of the Board of DirectorsRecommendation.”

per Share. The Offer Price represents a premium of 38.6% over Terremark’s volume weighted average share price for the twenty (20) trading days immediately preceding the public announcement of the Offer and the Merger and a premium of approximately 3554% over the closing price of the Shares on The NASDAQ Global Market on August 25, 2010, the last full day of trading before published rumors that ArcSight might be acquired at a price of more than $40.00 per Share, a premium of approximately 70% over the public announcement average closing price of the Offer Shares over the 30-day period ended August 25, 2010 and a premium of approximately 81% over the Mergeraverage closing price of the Shares over the 60-day period ended August 25, 2010. We encourage you to obtain a recent current market quotation for Shares in deciding whether to tender your the Shares. See Section 6 – “Price 6—"Price Range of Shares; Dividends.” Table of Contents Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer? Yes. Concurrently with the execution of the Merger Agreement, each of Cyrte Investments GP I B.V. in its capacity as general partner of CF I Invest C.V., VMware Bermuda Limited and Sun Equity Assets Limited entered into tender and support agreements with Parent and Purchaser (which we refer to collectively as the “Support Agreements”) pursuant to which such stockholders have agreed to (i) tender their Shares in the Offer upon the terms and subject to the conditions of the Support Agreements and (ii) vote their Shares in favor of the adoption of the Merger Agreement to approve the Merger (if necessary). The Shares subject to the Support Agreements comprise approximately 27.6% of the outstanding Shares. The Support Agreements will terminate upon certain circumstances, including upon termination of the Merger Agreement. See Section 11 – “The Merger Agreement; Other Agreements.” All of the directors and executive officers of Terremark have informed Terremark, strictly in their capacity as stockholders, that they intend to tender their Shares in the Offer, which Shares, according to Xxxxxxxxx, represent approximately 7% of the outstanding Shares. They are, however, under no contractual or other legal obligation to do so. What is the “Top-Up Option” and when will it be exercised? Under the Merger Agreement, if we do not acquire at least 90% of the outstanding Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have the option, subject to certain limitations, including the availability of authorized but unissued Shares, to purchase from Terremark up to a number of additional Shares equal to the number of Shares that, when added to the number of Shares owned by Parent and its subsidiaries at the time of exercise of the option constitutes one (1) Share more than 90% of the outstanding Shares after giving effect to the issuance of such Shares for a purchase price equal to the Offer Price, to enable us to effect a short-form merger. This right may be exercised by Purchaser, in whole and not in part, only once, at any time during the ten (10) business day period following the date of payment for Shares accepted for payment pursuant to and subject to the Offer Conditions (such payment for Shares accepted for payment pursuant to and subject to the Offer Conditions, the “Offer Closing”) (and if there shall have been commenced a subsequent offering period, after the expiration of such subsequent offering period). We refer to this option as the “Top-Up Option.” However, because Terremark has a limited number of Shares available for issuance under its certificate of incorporation, it is estimated that Purchaser would need to acquire in the Offer approximately 88% of the outstanding Shares in order to exercise the Top-Up Option. The aggregate purchase price payable for the Shares being purchased by Purchaser pursuant to the Top-Up Option will be payable by (i) cash in an amount equal to the aggregate par value of the Top-Up Option Shares and a promissory note having a principal amount equal to the balance of such purchase price or (ii) solely by a promissory note having a principal amount equal to such purchase price. The promissory note (A) shall be due on the first (1st) anniversary of the closing of the Top-Up Option, (B) shall bear simple interest of 5% per annum, (C) shall be full recourse to Parent and Purchaser, (D) may be prepaid, in whole or in part, at any time without premium or penalty and (E) shall have no other material terms. Furthermore, under the Merger Agreement, notwithstanding the foregoing, Purchaser may elect to pay for all or a portion of the aggregate purchase price payable for the Shares issued in connection with the Top-Up Option in cash and in connection therewith, Terremark will apply such cash proceeds (without the deduction of any other fee or expense) toward an optional redemption of the 12% Senior Secured Notes due 2017 of Terremark in the manner directed by Xxxxxx. Xxxxxxxxx has also agreed to issue Shares to us in certain other circumstances after the Offer Closing. See Section 12 – “Purpose of the Offer; Plans for Terremark.” Table of Contents " Will I have appraisal rights in connection with the Offer? No appraisal rights will be available to you in connection with the Offer. However, stockholders you will be entitled to seek appraisal rights in connection with the Merger if they you do not tender Shares in the Offer and do not vote in favor of the Merger, subject to and in accordance with Delaware law. Stockholders must properly perfect their right to seek appraisal under Delaware law in connection with the Merger in order to exercise appraisal rights. See Section 17 – “Appraisal 17—"Appraisal Rights.” " What will happen to my employee stock ArcSight options in the OfferOffer and the Merger? The Offer is made only for Shares and is not made for any employee stock ArcSight options to acquire Shares. At the Effective Time, each option to purchase Shares ArcSight's common stock (each an "ArcSight Option") that were granted under any Terremark stock plan (“Options”). Pursuant to the Merger Agreement, is outstanding immediately prior to the effective time Effective Time will be treated as follows: • each vested ArcSight Option (with vesting determined giving effect to any acceleration of vesting in connection with the Merger (the “Effective Time”), each Option (vested or unvested) having that has an exercise price per Share that is less than the Offer Price will be deemed exercised and, at the Effective Time, will be terminated and converted into the right to receive cancelled in exchange for an amountamount in cash, without interest thereon and less any applicable required withholding taxes, equal to the product of the total number of Shares deemed to be issued upon the deemed exercise of such Option and (i) the excess of the Offer Price over the exercise price per Share previously under such ArcSight Option, multiplied by (ii) the number of Shares subject to such ArcSight Option; • each unvested ArcSight Option that has an exercise price per Share less than the Option. See Section 11 – “The Merger Agreement; Other Agreements – Terremark Stock Options.” What Offer Price, and is held by a person who will happen to my restricted stock in the Offer? Pursuant to the Merger Agreementbe a director, (i) employee or other service provider of ArcSight immediately prior following the Effective Time, the vesting of all restricted Shares that are then unvested and awarded will be fully accelerated assumed by HP and (ii) converted automatically at the Effective Time into an option to purchase shares of HP common stock (proportionally adjusted) (an "Assumed ArcSight Option"); • each then outstanding restricted ArcSight Option, whether vested or unvested, that has an exercise price per Share equal to or greater than the Offer Price will be automatically cancelled, with no consideration payable in respect thereof; and • each unvested ArcSight Option (excluding any ArcSight Option that vests upon the Effective Time) that is held by a person who will not be a director, employee or other service provider of ArcSight immediately following the Effective Time will be cancelled, with no consideration payable in respect thereof. See Section 12—"The Transaction Documents." How are my Assumed ArcSight Options for Shares converted into the right to receive the Offer Price, without interest thereon and less any applicable withholding taxes. What will happen to my warrants in the OfferHP options for shares of HP common stock? The Offer Each Assumed ArcSight Option (or portion thereof) that is made only for Shares and is not made for any warrants converted into an option to purchase Shares. Pursuant shares of HP common stock will be converted as follows: • the number of shares of HP common stock subject to each such Assumed ArcSight Option shall be determined by multiplying the Merger Agreement, each warrant number of Shares subject to purchase Shares that is issued, unexpired and unexercised such ArcSight Option immediately prior to the Effective Time and not terminated pursuant to its terms in connection with the Merger by a fraction (the “Warrants”"Exchange Ratio"), will entitle the holder to receive a payment in cash (without interest thereon and less any applicable withholding taxes), numerator of an amount equal to the product of the total number of Shares previously subject to such Warrant and the excess, if any, of which is the Offer Price and the denominator of which is the average closing price of HP common stock on the NYSE over the five trading days immediately preceding (but not including) the date on which the Effective Time occurs (rounded down to the nearest whole share); and • the exercise price per Share previously subject share of HP common stock (rounded up to such Warrantthe nearest whole cent) shall equal (A) the exercise price per share of the Assumed ArcSight Option immediately prior to the Effective Time divided by (B) the Exchange Ratio. See Section 11 – “The Merger Agreement; Other Agreements – Terremark Warrants.” What are the material United States federal income tax consequences of tendering Sharesexchanging Shares pursuant to the Offer or the Merger? The If you are a U.S. Holder (as defined below), your receipt of cash in exchange for your Shares in pursuant to the Offer or the Merger will generally be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax lawspurposes. In general, for U.S. federal income tax purposes, you You will generally recognize capital gain or loss in an amount equal to the difference difference, if any, between (i) the amount of cash you receive in the Offer or the Merger and (ii) your adjusted tax basis in the Shares sold pursuant to the Offer or exchanged for cash pursuant to the Merger. This capital gain or loss will be long-term capital gain or loss if you have held the Shares for more than one (1) year as of the date of your sale or exchange of the Shares pursuant to sell in the Offer or the Merger. Special rules will apply to you if you You are not a U.S. person for U.S. federal income tax purposes. See Section 5 – “Certain United States Federal Income Tax Consequences” for a more detailed discussion of the tax treatment of the Offer. We urge you urged to consult with your own tax advisor as to the particular tax consequences of the Offer and the Merger to you you, including the tax consequences under state, local, foreign and other tax laws. See Section 5—"Material United States Federal Income Tax Consequences of the Offer and the Merger. Who ." Whom should I call if I have questions about the Offer? You may For further information, you can call Xxxxxxxxx Inc. Innisfree M&A Incorporated, the Information Agent for the Offer, at (000) 000-0000 (Toll Free). Xxxxxxxxx Inc. is acting as the information agent toll-free for stockholders) or (the “Information Agent”000) 000-0000 (collect for banks and brokers). See the back cover page of this Offer to Purchase for additional contact informationPurchase. Table of Contents To the All Holders of Shares of Common Stock of TerremarkArcSight, Inc.: INTRODUCTION We, Verizon Holdings Inc.Priam Acquisition Corporation, a Delaware corporation (“"Purchaser”") and a wholly-owned owned, direct or indirect, subsidiary of Verizon Communications Inc.Hewlett-Packard Company, a Delaware corporation (“Parent”"HP"), are offering and HP, as co-bidder, hereby offer to purchase all of the outstanding shares of common stock, par value $.001 0.00001 per share (the “"Shares”"), of Terremark WorldwideArcSight, Inc., a Delaware corporation (“Terremark” or the “Company”"ArcSight"), at a purchase price of $19.00 43.50 per Share (the “Offer Price”)Share, net to the seller in cashcash (the "Offer Price"), without interest thereon and less any applicable required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended any amendments or supplemented from time to timesupplements thereto, collectively constitute the “"Offer”"). The Offer is being made pursuant in connection with, and subject to an the terms and conditions of, the Agreement and Plan of Merger, dated as of January 27September 13, 2011 (as it may be amended from time to time2010, the “Merger Agreement”), by and among ParentHP, Purchaser and Terremark. The ArcSight (the "Merger Agreement providesAgreement"), among other thingspursuant to which, that following after the consummation completion of the Offer and subject to satisfaction or waiver of certain conditions, Purchaser will be merged with and into Terremark ArcSight and ArcSight will be the surviving corporation (the “"Merger”) with Terremark being "). Pursuant to the surviving corporationMerger Agreement, wholly-owned by Parent. In the Merger, each Share issued and outstanding immediately prior to at the effective time of the Merger (the “"Effective Time”) "), each Share outstanding immediately prior to the Effective Time (other than Shares held (i) owned by Terremark as treasury stockHP, Purchaser or ArcSight, or by Parent direct or Purchaserindirect wholly-owned subsidiaries of HP, which Purchaser or ArcSight, and any Shares will be automatically cancelled and will cease to exist or (ii) held by stockholders who validly exercise their appraisal rights under Delaware law in connection with respect to such Sharesthe Merger as described in Section 17—"Appraisal Rights") will be automatically cancelled and extinguished and automatically converted in the Merger into the right to receive $19.00 or any greater per Share price paid an amount in cash equal to the OfferOffer Price, without interest thereon and less any applicable withholding taxes. In connection with the execution of the Merger Agreement, certain stockholders of ArcSight who hold approximately 15.6% of the outstanding stock of ArcSight (the "Tendering Stockholders") have entered into tender and voting agreements with HP and Purchaser (the "Tender and Voting Agreements"), which provide, among other things, that the Tendering Stockholders will (i) tender their Shares in the Offer at least five business days prior to the initial expiration thereof and not withdraw the shares and (ii) vote their Shares in favor of adopting the Merger Agreement, if applicable, and against any action or agreement which would materially delay or interfere with, or prevent or nullify, the Merger. In addition, the Tendering Stockholders agree, subject to certain exceptions, to refrain from transferring their Shares. Each Tender and Voting Agreement will terminate upon the earlier to occur of (a) the termination of the Merger Agreement in accordance with its terms, (b) the written agreement of the parties to terminate such agreement, (c) the Effective Time, and (d) any amendment or change to the Merger Agreement or the Offer that decreases the Offer Price. The Merger Agreement is and the Tender and Voting Agreement are more fully described in Section 11 – “The Merger Agreement; Other Agreements” 12—"The Transaction Documents," which also contains a discussion of the treatment of ArcSight stock options. The Offer is conditioned upon, warrants among other things, (a) there being validly tendered and restricted stock. Xxxxxxxxx represented not withdrawn before the expiration of the Offer a number of Shares which, together with the Shares then owned by HP and its subsidiaries, including Purchaser, represents at least a majority of the total number of Shares outstanding on a "fully diluted basis" (taking into account all Shares that ArcSight would be required to Parent issue pursuant to the conversion or exercise of options, rights and Purchaser in securities that are convertible into or exercisable for Shares) as of the Merger Agreement thatscheduled expiration of the Offer (the "Minimum Condition") and (b) the expiration or termination of the applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the receipt of January 26, 2011, there were requisite regulatory approvals under the antitrust laws of Austria and Germany (i) 67,402,815 Shares issued and outstanding, (ii) 2,030,268 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the exercise of outstanding options, (iii) 3,168,437 unvested restricted Shares, (iv) 2,014,750 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the exercise of outstanding warrants and (v) 9,660,534 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the conversion "Antitrust Condition"). The Offer is also subject to other conditions. See Section 14—"Conditions of the 6.625% senior convertible notes due 2013 (the “Convertible Notes”) of Terremark. Tendering stockholders who are record owners of their Shares and who tender directly to the Depositary (as defined below) will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant Offer." There is no financing condition to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions. The Terremark Board ArcSight board of Directors (the “Terremark Board”) directors has unanimously approved the Merger Agreement, the Offer and the Merger and (i) determined that the Offer and the Merger are advisable and fair to, and in the best interests of, the holders of Shares. The Terremark Board unanimously recommends that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer. A more complete description of the Terremark Board’s reasons for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, is set forth in Terremark’s Solicitation/Recommendation Statement on Schedule 14D-9 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is being furnished to stockholders in connection with the Offer. Stockholders should carefully read the information set forth are advisable and in the Schedule 14D-9best interests of and are fair to ArcSight and ArcSight's stockholders and (ii) approved and authorized the Merger Agreement and the transactions contemplated thereby, including the information set forth Offer and the Merger. The ArcSight board of directors unanimously recommends that ArcSight stockholders accept the Offer, tender their Shares pursuant to the Offer and (if required under Delaware law) adopt the Merger Agreement. According to ArcSight, as of September 9, 2010, (i) 34,764,555 Shares were outstanding and (ii) employee options to purchase 7,453,388 Shares were outstanding, of which 3,775,919 were vested and exercisable. Based on the foregoing, Purchaser estimates that the Minimum Condition would be satisfied if 19,270,238 Shares are validly tendered and not withdrawn prior to expiration of the Offer (not including Shares tendered pursuant to procedures for guaranteed delivery). The number of Shares required to be tendered to satisfy the Minimum Condition will depend upon the actual number of Shares and exercisable options to purchase Shares outstanding at the Expiration Date (as defined below) and the number of Shares tendered in the Offer pursuant to the guaranteed delivery procedures described herein as to which delivery has not been completed. If your Shares are registered in your name and you tender directly to BNY Mellon Shareowner Services (the "Depositary") you will not be obligated to pay brokerage fees or commissions or, subject to Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Shares by Purchaser. If you hold your Shares through a broker or bank you should check with your broker or bank as to whether they charge any service fees or commissions. However, if you do not complete and sign the Substitute Form W-9 that is included in the Letter of Transmittal, or a Form W-8BEN or other Form W-8, as applicable, you may be subject to a required backup federal income tax withholding, currently at a rate of 28% (which rate is scheduled to increase to 31% for taxable years beginning after December 31, 2010) of the gross proceeds payable to you. Backup withholding is not an additional tax and any amounts withheld under the sub-heading “Background backup withholding rules may be refunded or credited against your U.S. federal income tax liability provided you timely furnish the required information to the Internal Revenue Service (the "IRS"). See Section 5—"Material United States Federal Income Tax Consequences of the Offer and the Merger; Reasons for Recommendation ." Purchaser will pay all charges and expenses of the Board of DirectorsDepositary and Innisfree M&A Incorporated (the "Information Agent").”

per Share. The Offer Price Per Share Amount represents a premium of 38.6% over Terremark’s volume weighted average share price for the twenty (20) trading days immediately preceding the public announcement of the Offer and the Merger and a premium of approximately 3553% over the closing price of the Shares on the last full New York Stock Exchange on July 19, 2011, the day of trading before the public announcement of the Offer and the Merger, a premium of approximately 49% over the average closing price of the Shares for the one month prior to such announcement and a premium of approximately 46% over the average closing price of the Shares for the one year period ended July 19, 2011. We encourage you to obtain a recent current market quotation quotations for the Shares in before deciding whether to tender your Shares. See Section 6 – “Price 6—"Price Range of Shares; Dividends.” Table of Contents Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer? Yes. Concurrently with the execution of the Merger Agreement, each of Cyrte Investments GP I B.V. in its capacity as general partner of CF I Invest C.V., VMware Bermuda Limited and Sun Equity Assets Limited entered into tender and support agreements with Parent and Purchaser (which we refer to collectively as the “Support Agreements”) pursuant to which such stockholders have agreed to (i) tender their Shares in the Offer upon the terms and subject to the conditions of the Support Agreements and (ii) vote their Shares in favor of the adoption of the Merger Agreement to approve the Merger (if necessary). The Shares subject to the Support Agreements comprise approximately 27.6% of the outstanding Shares. The Support Agreements will terminate upon certain circumstances, including upon termination of the Merger Agreement. See Section 11 – “The Merger Agreement; Other Agreements.” All of the directors and executive officers of Terremark have informed Terremark, strictly in their capacity as stockholders, that they intend to tender their Shares in the Offer, which Shares, according to Xxxxxxxxx, represent approximately 7% of the outstanding Shares. They are, however, under no contractual or other legal obligation to do so. What is the “Top-Up Option” and when will it be exercised? Under the Merger Agreement, if we do not acquire at least 90% of the outstanding Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have the option, subject to certain limitations, including the availability of authorized but unissued Shares, to purchase from Terremark up to a number of additional Shares equal to the number of Shares that, when added to the number of Shares owned by Parent and its subsidiaries at the time of exercise of the option constitutes one (1) Share more than 90% of the outstanding Shares after giving effect to the issuance of such Shares for a purchase price equal to the Offer Price, to enable us to effect a short-form merger. This right may be exercised by Purchaser, in whole and not in part, only once, at any time during the ten (10) business day period following the date of payment for Shares accepted for payment pursuant to and subject to the Offer Conditions (such payment for Shares accepted for payment pursuant to and subject to the Offer Conditions, the “Offer Closing”) (and if there shall have been commenced a subsequent offering period, after the expiration of such subsequent offering period). We refer to this option as the “Top-Up Option.” However, because Terremark has a limited number of Shares available for issuance under its certificate of incorporation, it is estimated that Purchaser would need to acquire in the Offer approximately 88% of the outstanding Shares in order to exercise the Top-Up Option. The aggregate purchase price payable for the Shares being purchased by Purchaser pursuant to the Top-Up Option will be payable by (i) cash in an amount equal to the aggregate par value of the Top-Up Option Shares and a promissory note having a principal amount equal to the balance of such purchase price or (ii) solely by a promissory note having a principal amount equal to such purchase price. The promissory note (A) shall be due on the first (1st) anniversary of the closing of the Top-Up Option, (B) shall bear simple interest of 5% per annum, (C) shall be full recourse to Parent and Purchaser, (D) may be prepaid, in whole or in part, at any time without premium or penalty and (E) shall have no other material terms. Furthermore, under the Merger Agreement, notwithstanding the foregoing, Purchaser may elect to pay for all or a portion of the aggregate purchase price payable for the Shares issued in connection with the Top-Up Option in cash and in connection therewith, Terremark will apply such cash proceeds (without the deduction of any other fee or expense) toward an optional redemption of the 12% Senior Secured Notes due 2017 of Terremark in the manner directed by Xxxxxx. Xxxxxxxxx has also agreed to issue Shares to us in certain other circumstances after the Offer Closing. See Section 12 – “Purpose of the Offer; Plans for Terremark.” Table of Contents " Will I have appraisal rights in connection with the Offer? No appraisal rights will be available to you in connection with the Offer. However, stockholders you will be entitled to seek appraisal rights in connection with the Merger if they you do not tender Shares in the Offer and do not vote in favor of the Merger, subject to and in accordance with Delaware law. Stockholders must properly perfect their right to seek appraisal under Delaware law in connection with the Merger in order to exercise appraisal rights. See Section 17 – “Appraisal 17—"Appraisal Rights.” " What will happen to my employee stock Company options in the Offer and the Merger? Each option to purchase Shares that was granted under the Company's equity-based compensation plans (collectively, the "Company Stock Options") that is outstanding immediately prior to (i) the closing of the Offer shall, to the extent unvested, immediately vest and become exercisable, and (ii) the Effective Time be cancelled in exchange for a payment (less applicable withholding taxes) equal to the product of (A) the amount by which the Per Share Amount exceeds the per share exercise price of such Company Stock Option and (B) the number of Shares with respect to which such Company Stock Option is vested and exercisable (including Company Stock Options vesting pursuant to subsection (i)). See Section 11—"The Transaction Agreements—The Merger Agreement." Can holders of vested Company Stock Options participate in the Offer? The Offer is made only for Shares and is not made for any employee stock options Company Stock Options to purchase Shares that were granted under any Terremark stock plan (“Options”)acquire Shares. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger (the “Effective Time”)As described above, each outstanding Company Stock Option (vested or unvested) having an exercise price per Share that is less than the Offer Price will be deemed exercised and, at cancelled in exchange for the Effective Time, will be terminated consideration described above. If you hold vested but unexercised Company Stock Options and converted into the right you wish to receive an amount, without interest thereon and less any applicable withholding taxes, equal to the product of the total number of Shares deemed to be issued upon the deemed exercise of such Option and the excess of the Offer Price over the exercise price per Share previously subject to the Option. See Section 11 – “The Merger Agreement; Other Agreements – Terremark Stock Options.” What will happen to my restricted stock participate in the Offer? Pursuant to , you must exercise your Company Stock Options in accordance with their terms and tender the Merger Agreement, (i) immediately prior Shares received upon the Effective Time, exercise in accordance with the vesting terms of all restricted Shares that are then unvested and awarded will be fully accelerated and (ii) at the Effective Time each then outstanding restricted Share will be automatically converted into the right to receive the Offer Price, without interest thereon and less any applicable withholding taxesOffer. What will happen to my warrants other Company equity awards in the OfferOffer and the Merger? The Offer Each restricted stock unit award, performance stock unit award, and other right, either contingent or accrued, to acquire or receive stock or benefits under any of the Company's equity-based compensation plans (other than the Company Stock Options) (each, a "Company Stock Award") that is made only for Shares and is not made for any warrants to purchase Shares. Pursuant outstanding immediately prior to the Merger Agreementclosing of the Offer shall, each warrant to purchase Shares the extent unvested, immediately vest and become nonforfeitable. Each Company Stock Award that is issued, unexpired and unexercised outstanding immediately prior to the Effective Time and not terminated pursuant to its terms (including Company Stock Awards vesting as a result of the preceding sentence) shall be cancelled in connection with the Merger (the “Warrants”), will entitle the holder to receive exchange for a payment in cash (without interest thereon and less any applicable withholding taxes), of an amount ) equal to the product of (A) the total aggregate number of Shares previously subject to in respect of such Warrant Company Stock Award and (B) the excess, if any, of the Offer Price over the exercise price per Per Share previously subject to such WarrantAmount. See Section 11 – “11—"The Transaction Agreements—The Merger Agreement; Other Agreements – Terremark Warrants.” " What are the material United States federal income tax consequences of tendering Shares? The If you are a U.S. Holder (as defined in Section 5—"Material United States Federal Income Tax Consequences"), the receipt of cash in exchange for your Shares in the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local local, or foreign income or other tax laws. In general, for if you are a U.S. federal income tax purposesHolder, you will recognize capital gain or loss in an amount equal to the difference between the amount of cash you receive (including taxes withheld on your behalf) and your adjusted tax basis in the Shares sold pursuant to the Offer or exchanged for cash pursuant to the Merger. This capital gain or loss will be long-term capital gain or loss if you have held the Shares for more than one (1) year as of the date of your sale or exchange of the Shares pursuant to the Offer or the Merger. Special rules will apply to you if If you are a Non-U.S. Holder (as defined in Section 5—"Material United States Federal Income Tax Consequences"), the receipt of cash in exchange for your Shares in the Offer or the Merger will generally not be a U.S. person taxable transaction for U.S. federal income tax purposes. You are urged to consult with a tax advisor to determine your particular tax consequences. See Section 5 – “Certain 5—"Material United States Federal Income Tax Consequences” " for a more detailed discussion of the U.S. federal income tax treatment of the Offer. We urge you considerations relevant to consult with your own tax advisor as to the particular tax consequences to you of the Offer and the Merger. Who Whom should I call if I have questions about the Offer? You may call Xxxxxxxxx Inc. at (000) 000-0000 (Toll Free). Xxxxxxxxx Inc. is acting as Inc., the information agent (the “"Information Agent”). See ") for our tender offer, at the telephone numbers set forth on the back cover of this Offer to Purchase for additional contact information. Table of Contents To the Holders of Shares of Common Stock of TerremarkSFN Group, Inc.: INTRODUCTION We, Verizon Holdings Inc.Cosmo Delaware Acquisition Corp., a Delaware corporation (“the "Purchaser”") and a wholly-owned subsidiary of Verizon Communications Inc.Randstad North America, L.P., a Delaware corporation limited partnership (“"Parent”"), are offering to purchase for cash all of the outstanding shares of common stockCommon Stock, par value $.001 0.01 per share (the “"Shares”), ") of Terremark WorldwideSFN Group, Inc., a Delaware corporation (“Terremark” "SFN" or the “"Company”"), at a purchase price of $19.00 14.00 per Share (such price, or any higher price per Share paid pursuant to the “Offer Price”Offer, the "Per Share Amount"), net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with the Offer to Purchasewhich collectively, as each may be amended or supplemented from time to time, collectively constitute the “"Offer”"). The We are making the Offer is being made pursuant to an Agreement and Plan of Merger, dated as of January 27July 20, 2011 (as it may be amended amended, supplemented or otherwise modified from time to time, the “"Merger Agreement”"), by and among Parent, the Purchaser and Terremarkthe Company. The Merger Agreement provides, among other things, that for the making of the Offer and also provides that, following the consummation of the Offer and subject to certain conditions, the Purchaser will be merged with and into Terremark the Company (the “"Merger”") with Terremark being the Company continuing as the surviving corporation, corporation and a wholly-owned by subsidiary of Parent. In Pursuant to the MergerMerger Agreement, each Share issued and outstanding immediately prior to at the effective time of the Merger (the “"Effective Time”) "), each Share outstanding immediately prior to the Effective Time (other than Shares held (i) in the treasury of or reserved for issuance by Terremark as treasury stock, or the Company and Shares owned by Parent or Purchaserthe Purchaser or direct or indirect wholly-owned subsidiaries of Parent or the Company, all of which Shares will be automatically cancelled and will cease to exist or (ii) extinguished, and any Shares held by stockholders who validly exercise their appraisal rights under Delaware law in connection with respect to such Sharesthe Merger as described in Section 17—"Appraisal Rights") will be automatically cancelled and converted in the Merger into the right to receive $19.00 or any greater per an amount in cash equal to the Per Share price paid in the OfferAmount, without interest thereon and less any applicable withholding taxes. The Merger Agreement is more fully described in Section 11 – “11—"The Transaction Agreements—The Merger Agreement; Other Agreements” " which also contains a discussion of the treatment of stock options, warrants options and restricted stock. Xxxxxxxxx represented to Parent and Purchaser in other stock awards granted under the Merger Agreement that, as of January 26, 2011, there were (i) 67,402,815 Shares issued and outstanding, (ii) 2,030,268 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the exercise of outstanding options, (iii) 3,168,437 unvested restricted Shares, (iv) 2,014,750 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the exercise of outstanding warrants and (v) 9,660,534 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the conversion of the 6.625% senior convertible notes due 2013 (the “Convertible Notes”) of TerremarkCompany's equity-based compensation plans. Tendering stockholders who are record owners of their Shares (i.e. a stock certificate has been issued to such tendering stockholder) and who tender directly to Computershare Trust Company, N.A., which is the Depositary depositary for the Offer (as defined below) the "Depositary"), will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by the Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions. The Terremark Company's Board of Directors (the “Terremark Board”) Directors, among other things, has unanimously approved (i) determined that the Merger Agreementterms of the Offer, the Offer and the Merger and determined that the Offer and other transactions contemplated by the Merger Agreement are advisable and fair to, to and in the best interests of, the holders of Shares. The Terremark Board unanimously recommends that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer. A more complete description of the Terremark Board’s reasons for authorizing Company and approving its stockholders, and declared the Merger Agreement advisable; (ii) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger; and (iii) recommended that the stockholders of the Company accept the Offer, tender their Shares to the Purchaser pursuant to the Offer and, if applicable, adopt the Merger Agreement and the Merger. There is set forth in Terremark’s Solicitation/Recommendation Statement on Schedule 14D-9 no financing condition to the Offer. The Offer is conditioned upon, among other things, (i) the satisfaction of the Minimum Condition (as described below), and (ii) the expiration or termination of all applicable, agreed upon waiting periods (and any extensions thereof) under the Securities Exchange Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 19341976, as amended (the “Exchange "HSR Act”") and the Canadian Competition Act (the "Competition Act (Canada)"), and any other applicable, agreed upon antitrust, competition or merger control laws. The Minimum Condition requires that is being furnished there has been validly tendered in the Offer and not validly withdrawn prior to stockholders in connection the Expiration Date a number of Shares which, when taken together with the Shares, if any, then owned by Parent or Purchaser (if any), represents at least a majority of the total Shares then outstanding determined on a fully diluted basis (assuming the conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof and the exclusion of any treasury stock). See Section 15—"Conditions of the Offer." We have determined and agreed with the Company that the Offer and Merger meet the jurisdictional thresholds of reporting under the HSR Act and the Competition Act (Canada) and are therefore subject to the provisions of the HSR Act and the Competition Act (Canada). Stockholders should carefully read The applicable HSR Act waiting period will expire on August 12, 2011, and the information set forth applicable waiting period under the Competition Act (Canada) will expire on August 29, 2011, in each case unless Parent receives early termination or a request for additional information. The Company has informed us that, as of July 19, 2011, there were (i) 49,029,674 Shares outstanding, and (ii) a total of 7,124,022 Shares subject to issuance pursuant to Company Stock Options or Company Stock Awards granted under the Company's equity-based compensation plans. Based upon the foregoing, we believe the Minimum Condition would be satisfied if at least 28,076,849 Shares are validly tendered and not properly withdrawn prior to the Expiration Date, assuming no additional Share issuances by the Company (including pursuant to option exercises). The actual number of Shares required to be tendered to satisfy the Minimum Condition will depend upon the actual number of Shares outstanding at the Expiration Date and the number of Shares tendered in the Schedule 14D-9Offer pursuant to the guaranteed delivery procedures described herein as to which delivery has not been completed. Consummation of the Merger is conditioned upon, including among other things, the information set forth under adoption of the subMerger Agreement by the requisite vote of stockholders of the Company, if required by Delaware law. Pursuant to the Company's Certificate of Incorporation, the affirmative vote of at least a majority of the outstanding Shares is the only vote of any class or series of the Company's capital stock that would be necessary to adopt the Merger Agreement at any required meeting of the Company's stockholders. If we purchase Shares in the Offer, we will have sufficient voting power to approve the Merger without the affirmative vote of any other stockholder of the Company. In addition, Delaware law provides that if a corporation owns at least 90% of the outstanding shares of each class of a subsidiary corporation, the corporation holding such shares may merge such subsidiary into itself, or itself into such subsidiary, pursuant to the "short-heading “Background form" merger provisions of the General Corporation Law of the State of Delaware (the "DGCL"), without any action or vote on the part of the board of directors or the stockholders of such other corporation. Under the Merger Agreement, if, after the expiration of the Offer and Merger; Reasons the acceptance of Shares for Recommendation payment, the expiration of any subsequent offering period, the purchase, if applicable, of the Board Top-Up Shares (as described below) and, if necessary, the expiration of Directorsthe period for guaranteed delivery of Shares in the Offer, Parent or any direct or indirect subsidiary of Parent, taken together, owns at least 90% of the total outstanding Shares, Parent and the Company are required to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the satisfaction of such threshold, without a meeting of the holders of Shares, as a short-form merger in accordance with Section 253 of the DGCL. In order to facilitate a short-form merger following the completion of the Offer, the Company has granted to Parent and the Purchaser an option (the "Top-Up Option") to purchase from the Company, at a price per Share equal to the Per Share Amount, up to that number of newly issued Shares (the "Top-Up Shares") that, when added to the number of Shares owned, directly or indirectly, by Parent or the Purchaser at the time of such exercise, constitutes one Share more than 90% of the Shares then outstanding (after giving effect to the issuance of the Top-Up Shares). The Top-Up Option is exercisable only once and only after the purchase of or acceptance for payment for Shares pursuant to the Offer (or, if applicable, any subsequent offering period) by Parent or Purchaser as a result of which Parent and Purchaser own beneficially at least a majority of the outstanding Shares, assuming the exercise, conversion or exchange of all Company Stock Options, Company Stock Awards, warrants, convertible or exchangeable securities and similar rights and the issuance of all Shares that the Company is obligated to issue thereunder. This Offer to Purchase and the related Letter of Transmittal contain important information that should be read carefully before any decision is made with respect to the Offer.”

per Share. The Offer Price represents a premium of 38.6% over Terremark’s volume weighted average share price for the twenty (On December 20) trading days immediately preceding the public announcement of the Offer and the Merger and a premium of approximately 35% over the closing price on , 2019, the last full day of trading before the public announcement commencement of the Offer and Offer, the Mergerreported closing sales price of the Shares on NASDAQ was $68.02 per Share. We encourage you to obtain a recent current market quotation quotations for Shares in before deciding whether to tender your Shares. See Section 6 – — “Price Range of Shares; DividendsDividends on the Shares.” Table of Contents Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer? YesNo. Concurrently with the execution of the Merger Agreement, each of Cyrte Investments GP I B.V. in its capacity as general partner of CF I Invest C.V., VMware Bermuda Limited and Sun Equity Assets Limited entered into tender and support agreements with Parent and Purchaser (which we refer to collectively as the “Support Agreements”) pursuant to which such stockholders have agreed to (i) tender their Shares in the Offer upon the terms and subject to the conditions of the Support Agreements and (ii) vote their Shares in favor of the adoption of the Merger Agreement to approve the Merger (if necessary). The Shares subject to the Support Agreements comprise approximately 27.6% of the outstanding Shares. The Support Agreements will terminate upon certain circumstances, including upon termination of the Merger Agreement. See Section 11 – “The Merger Agreement; Other Agreements.” All of the directors and executive officers of Terremark have informed Terremark, strictly in their capacity as stockholders, that they intend to tender their Shares in the Offer, which Shares, according to Xxxxxxxxx, represent approximately 7% of the outstanding Shares. They are, however, under no contractual or other legal obligation to do so. What is the “Top-Up Option” and when will it be exercised? Under the Merger Agreement, if we do not acquire at least 90% of the outstanding Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have the option, subject to certain limitations, including the availability of authorized but unissued Shares, to purchase from Terremark up to a number of additional Shares equal to the number of Shares that, when added to the number of Shares owned by Parent and its subsidiaries at the time of exercise of the option constitutes one (1) Share more than 90% of the outstanding Shares after giving effect to the issuance of such Shares for a purchase price equal to the Offer Price, to enable us to effect a short-form merger. This right may be exercised by Purchaser, in whole and not in part, only once, at any time during the ten (10) business day period following the date of payment for Shares accepted for payment pursuant to and subject to the Offer Conditions (such payment for Shares accepted for payment pursuant to and subject to the Offer Conditions, the “Offer Closing”) (and if there shall have been commenced a subsequent offering period, after the expiration of such subsequent offering period). We refer to this option as the “Top-Up Option.” However, because Terremark has a limited number of Shares available for issuance under its certificate of incorporation, it is estimated that Purchaser would need to acquire in the Offer approximately 88% of the outstanding Shares in order to exercise the Top-Up Option. The aggregate purchase price payable for the Shares being purchased by Purchaser pursuant to the Top-Up Option will be payable by (i) cash in an amount equal to the aggregate par value of the Top-Up Option Shares and a promissory note having a principal amount equal to the balance of such purchase price or (ii) solely by a promissory note having a principal amount equal to such purchase price. The promissory note (A) shall be due on the first (1st) anniversary of the closing of the Top-Up Option, (B) shall bear simple interest of 5% per annum, (C) shall be full recourse to Parent and Purchaser, (D) may be prepaid, in whole or in part, at any time without premium or penalty and (E) shall have no other material terms. Furthermore, under the Merger Agreement, notwithstanding the foregoing, Purchaser may elect to pay for all or a portion of the aggregate purchase price payable for the Shares issued in connection with the Top-Up Option in cash and in connection therewith, Terremark will apply such cash proceeds (without the deduction of any other fee or expense) toward an optional redemption of the 12% Senior Secured Notes due 2017 of Terremark in the manner directed by Xxxxxx. Xxxxxxxxx has also agreed to issue Shares to us in certain other circumstances after the Offer Closing. See Section 12 – “Purpose of the Offer; Plans for Terremark.” Table of Contents Will I have appraisal rights in connection with the Offer? No appraisal rights will be available to you in connection with the Offer. However, stockholders will be entitled if Purchaser purchases Shares pursuant to appraisal rights in connection with the Offer, and the Merger if they do not tender Shares in the Offer and do not vote in favor of the Mergeris completed, subject to and in accordance with Delaware law. Stockholders must properly perfect their right to seek appraisal under Delaware law in connection with the Merger in order to exercise appraisal rights. See Section 17 – “Appraisal Rights.” What will happen to my employee stock options in the Offer? The Offer is made only for Shares and is not made for any employee stock options to purchase Shares that were granted under any Terremark stock plan (“Options”). Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger (the “Effective Time”), each Option (vested or unvested) having an exercise price per Share that is less than the Offer Price will be deemed exercised and, at the Effective Time, will be terminated and converted into the right to receive an amount, without interest thereon and less any applicable withholding taxes, equal to the product of the total number holders of Shares deemed to be issued upon the deemed exercise of such Option and the excess of the Offer Price over the exercise price per Share previously subject to the Option. See Section 11 – “The Merger Agreement; Other Agreements – Terremark Stock Options.” What will happen to my restricted stock in the Offer? Pursuant to the Merger Agreement, (i) immediately prior the Effective Time, the vesting of all restricted Shares that are then unvested and awarded will be fully accelerated and (ii) at the Effective Time each then outstanding restricted Share will be automatically converted into the right to receive the Offer Price, without interest thereon and less any applicable withholding taxes. What will happen to my warrants in the Offer? The Offer is made only for Shares and is not made for any warrants to purchase Shares. Pursuant to the Merger Agreement, each warrant to purchase Shares that is issued, unexpired and unexercised immediately prior to the Effective Time who (i) did not tender their Shares in the Offer, (ii) follow the procedures set forth in Section 262 of the DGCL and (iii) do not terminated pursuant thereafter lose such holders’ appraisal rights (by withdrawal, failure to its terms in connection with the Merger (the “Warrants”perfect or otherwise), will entitle be entitled to have their Shares appraised by the holder Delaware Court of Chancery and to receive a payment in cash (without interest thereon and less any applicable withholding taxes), of an amount equal to the product of the total number “fair Table of Shares previously subject to Contents value” of such Warrant and shares, exclusive of any element of value arising from the excess, if any, accomplishment or expectation of the Merger, together with interest, thereon. The “fair value” could be greater than, less than or the same as the Offer Price over the exercise price per Share previously subject to such WarrantPrice. See Section 11 – 17 — “The Merger Agreement; Other Agreements – Terremark WarrantsAppraisal Rights.” What are the material United States federal income tax consequences of tendering Shares? The receipt of cash in exchange for your Shares in the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. In general, for U.S. federal income tax purposes, you will recognize capital gain or loss in an amount equal to the difference between the amount of cash you receive and your adjusted tax basis in the Shares sold pursuant to the Offer or exchanged for cash pursuant to the Merger. This capital gain or loss will be long-term capital gain or loss if you have held the Shares for more than one (1) year as of the date of your sale or exchange of the Shares pursuant to the Offer or the Merger. Special rules will apply to you if you are not a U.S. person for U.S. federal income tax purposes. See Section 5 – “Certain United States Federal Income Tax Consequences” for a more detailed discussion of the tax treatment of the Offer. We urge you to consult with your own tax advisor as to the particular tax consequences to you of the Offer and the Merger. Who Whom should I call if I have questions about the Offer? You may call Xxxxxxxxx Inc. at (000) 000-0000 (Toll Free). Xxxxxxxxx Inc. is acting as Innisfree M&A Incorporated, the information agent for the Offer (the “Information Agent”), toll free at (000) 000-0000. See the back cover of this Offer to Purchase for additional contact information. Table of Contents To the Holders of Shares of Common Stock of Terremark: INTRODUCTION We, Verizon Holdings Inc.Thunder Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly-wholly owned indirect subsidiary of Verizon Communications Inc.Sanofi, a Delaware corporation French société anonyme (“Parent”), are is offering to purchase any and all of the outstanding shares of common stock, par value $.001 0.001 per share (the “Shares”), of Terremark WorldwideSynthorx, Inc., a Delaware corporation (“Terremark” or the “Company”), at a purchase price of $19.00 68.00 per Share in cash (the “Offer Price”), net to the seller in cash, ) without any interest thereon and less net of any applicable withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with the this Offer to Purchase, as each they may be amended or supplemented from time to time, collectively constitute the “Offer”). The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of January 27December 7, 2011 2019 (as it may be amended from time to time, the “Merger Agreement”), by and among Parentthe Company, Purchaser Parent and Terremark. The Merger Agreement providesPurchaser, among other thingspursuant to which, that following unless otherwise agreed by the Company, Parent and Purchaser, at 8:00 a.m., Eastern Time, on the same date as the consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will be merged merge with and into Terremark the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), upon the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation (the “Surviving Corporation”) and becoming a wholly owned indirect subsidiary of Parent (the “Merger”) with Terremark being the surviving corporation, wholly-owned by Parent). In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than Shares held (i) Shares owned by Terremark as treasury stockPurchaser, Parent, or by any direct or indirect wholly owned subsidiary of Parent or Purchaserimmediately prior to the Effective Time, which Shares will be automatically cancelled and will cease to exist or (ii) Shares owned by stockholders the Company (or held in the Company’s treasury), (iii) Shares irrevocably accepted for purchase in the Offer or (iv) Shares held by any stockholder who exercise is entitled to demand appraisal and has properly exercised and perfected a demand for appraisal of such Shares pursuant to, and who has complied in all respects with, Section 262 of the DGCL and who, as of the Effective Time, has neither effectively withdrawn nor lost such stockholder’s rights to such appraisal and payment under Delaware law the DGCL with respect to such Shares) will be automatically cancelled and converted in the Merger into the right to receive $19.00 or any greater per Share price paid an amount in cash equal to the OfferOffer Price, without any interest thereon and less net of any applicable withholding taxes. Under no circumstances will interest be paid on the purchase price for the Shares, regardless of any extension of the Offer or any delay in making payment for the Shares. The Merger Agreement is more fully described in Section 11 – — “The Merger Agreement; Other Agreements.” which also contains a discussion of the treatment of stock options, warrants and restricted stock. Xxxxxxxxx represented to Parent and Purchaser in the Merger Agreement that, as of January 26, 2011, there were (i) 67,402,815 Shares issued and outstanding, (ii) 2,030,268 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the exercise of outstanding options, (iii) 3,168,437 unvested restricted Shares, (iv) 2,014,750 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the exercise of outstanding warrants and (v) 9,660,534 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the conversion of the 6.625% senior convertible notes due 2013 (the “Convertible Notes”) of Terremark. Tendering stockholders who are the holders of record owners of their Shares and who tender directly to the Depositary (as defined belowabove in the “Summary Term Sheet”) will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction Section 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions. The Terremark Company Board of Directors has unanimously: (the “Terremark Board”i) has unanimously approved determined that the Merger AgreementAgreement and the transactions contemplated thereby, including the Offer and the Merger and determined that the Offer and the Merger Merger, are advisable and fair to, and in the best interests interest of, the holders Company and its stockholders; (ii) approved the execution, delivery and performance by the Company of Shares. The Terremark Board unanimously recommends the Merger Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger; (iii) agreed that the holders Merger shall be effected under Section 251(h) and other relevant provisions of the DGCL; and (iv) resolved to recommend that the stockholders of the Company tender their Shares to Purchaser pursuant to the Offer. More complete descriptions of the Company Board’s reasons for recommending that the Company’s stockholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer. A more complete description of the Terremark Board’s reasons , and for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the MergerMerger (the “Transactions”), is are set forth in Terremarkthe Company’s Solicitation/Recommendation Statement on the Schedule 14D-9 under the Securities Exchange Act of 1934, as amended (the “Exchange ActSchedule 14D-9”), ) that is being furnished mailed to stockholders in connection you together with the Offerthis Offer to Purchase. Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth in Item 4 under the sub-heading headings “Background of the Offer and Merger; ” and “Reasons for Recommendation of the Board of DirectorsRecommendation.”

per Share. The Offer Price represents a premium of 38.6% over Terremark’s volume weighted average share price for the twenty (20) trading days immediately preceding the public announcement of the Offer and the Merger and a premium of approximately 35% over the closing price on On September 1, 2020 the last full trading day of trading before the public announcement commencement of the Offer and Offer, the Merger. We encourage you to obtain a recent market quotation for Shares in deciding whether to tender your Sharesreported closing sale price on NASDAQ was $52.15 per Share. See Section 6 – “Price 6—“Price Range of Shares; Dividends.” Table ”. Will I be paid a dividend on my Shares during the pendency of Contents Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer? YesNo. Concurrently with The Merger Agreement provides that from the execution of the Merger Agreement, each of Cyrte Investments GP I B.V. in its capacity as general partner of CF I Invest C.V., VMware Bermuda Limited and Sun Equity Assets Limited entered into tender and support agreements with Parent and Purchaser (which we refer to collectively as the “Support Agreements”) pursuant to which such stockholders have agreed to (i) tender their Shares in the Offer upon the terms and subject to the conditions of the Support Agreements and (ii) vote their Shares in favor of the adoption date of the Merger Agreement to approve the Merger Effective Time, without the prior written consent of Xxxxxxx & Xxxxxxx, Momenta will not declare, set aside, make or pay any dividend or distribution (if necessary). The Shares subject to whether in cash, stock or property) on the Support Agreements comprise approximately 27.6% of the outstanding Shares. The Support Agreements will terminate upon certain circumstances, including upon termination of the Merger Agreement. See Section 11 – “The Merger Agreement6—“Price Range of Shares; Other Agreements.” All of the directors and executive officers of Terremark have informed Terremark, strictly in their capacity as stockholders, that they intend to tender their Shares in the Offer, which Shares, according to Xxxxxxxxx, represent approximately 7% of the outstanding SharesDividends”. They are, however, under no contractual or other legal obligation to do so. What is the “Top-Up Option” and when will it be exercised? Under the Merger Agreement, if we do not acquire at least 90% of the outstanding Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have the option, subject to certain limitations, including the availability of authorized but unissued Shares, to purchase from Terremark up to a number of additional Shares equal to the number of Shares that, when added to the number of Shares owned by Parent and its subsidiaries at the time of exercise of the option constitutes one (1) Share more than 90% of the outstanding Shares after giving effect to the issuance of such Shares for a purchase price equal to the Offer Price, to enable us to effect a short-form merger. This right may be exercised by Purchaser, in whole and not in part, only once, at any time during the ten (10) business day period following the date of payment for Shares accepted for payment pursuant to and subject to the Offer Conditions (such payment for Shares accepted for payment pursuant to and subject to the Offer Conditions, the “Offer Closing”) (and if there shall have been commenced a subsequent offering period, after the expiration of such subsequent offering period). We refer to this option as the “Top-Up Option.” However, because Terremark has a limited number of Shares available for issuance under its certificate of incorporation, it is estimated that Purchaser would need to acquire in the Offer approximately 88% of the outstanding Shares in order to exercise the Top-Up Option. The aggregate purchase price payable for the Shares being purchased by Purchaser pursuant to the Top-Up Option will be payable by (i) cash in an amount equal to the aggregate par value of the Top-Up Option Shares and a promissory note having a principal amount equal to the balance of such purchase price or (ii) solely by a promissory note having a principal amount equal to such purchase price. The promissory note (A) shall be due on the first (1st) anniversary of the closing of the Top-Up Option, (B) shall bear simple interest of 5% per annum, (C) shall be full recourse to Parent and Purchaser, (D) may be prepaid, in whole or in part, at any time without premium or penalty and (E) shall have no other material terms. Furthermore, under the Merger Agreement, notwithstanding the foregoing, Purchaser may elect to pay for all or a portion of the aggregate purchase price payable for the Shares issued in connection with the Top-Up Option in cash and in connection therewith, Terremark will apply such cash proceeds (without the deduction of any other fee or expense) toward an optional redemption of the 12% Senior Secured Notes due 2017 of Terremark in the manner directed by Xxxxxx. Xxxxxxxxx has also agreed to issue Shares to us in certain other circumstances after the Offer Closing. See Section 12 – “Purpose of the Offer; Plans for Terremark.” Table of Contents Will I have appraisal rights in connection with the Offer? No appraisal rights will be are available to you in connection with the Offer. HoweverIf the Merger is consummated, however, Momenta stockholders whose Shares have not been purchased by Purchaser pursuant to the Offer will be entitled to appraisal rights in connection with the Merger if they do not tender Shares in the Offer and do not vote in favor under Section 262 of the Merger, subject to and in accordance with Delaware lawDGCL. Stockholders must properly perfect and validly demand their right to seek appraisal under Delaware law the DGCL in connection with the Merger in order to exercise appraisal rights. See From and after the Effective Time, Shares held by Momenta stockholders who are entitled to demand and have properly and validly demanded their appraisal rights in compliance in all respects with Section 17 – “Appraisal Rights.262 of the DGCL will no longer be outstanding and will automatically be canceled and cease to exist, and each holder of any such Shares will cease to have any rights with respect thereto, other than the right to receive an amount as may be determined pursuant to Section 262 of the DGCL. A more detailed discussion of appraisal rights can be found in Section 16—“Certain Legal Matters; Regulatory Approvals” and a copy of Section 262 of the DGCL has been filed as Xxxxx XXX to Momenta’s Solicitation/Recommendation Statement on Schedule 14D-9. What will happen to my employee stock options in the Offer? The Offer is made only for Shares and is not made for any employee stock Stock options to purchase Shares that were granted under any Terremark stock plan (“Momenta Options”)) are not sought in or affected by the Offer. Pursuant However, pursuant to the terms of the Merger Agreement, 15 business days prior to, and conditional upon the occurrence of, the Effective Time, each outstanding Momenta Option that is an incentive stock option within the meaning of Section 422(b) of the Code, whether vested or unvested, will become fully exercisable. Immediately prior to the Effective Time, each outstanding Momenta Option will be canceled as of the Effective Time and converted into a vested right to receive an amount in cash, without interest, equal to the product of (a) the number of Shares underlying such Momenta Option immediately prior to the Effective Time and (b) the amount, if any, by which the Offer Price exceeds the per Share exercise price of such Momenta Option, less any required withholding taxes. Each Momenta Option with an exercise price equal to or greater than the Offer Price will be canceled without consideration. See Section 11—“The Transaction Agreements—Merger Agreement—Treatment of Momenta Equity Awards”. What will happen to my restricted stock units in the Offer? Restricted stock units in respect of Shares (“Momenta RSUs”) are not sought in or affected by the Offer. However, pursuant to the terms of the Merger Agreement, immediately prior to the effective time of the Merger (the “Effective Time”), each Option (vested or unvested) having an exercise price per Share that is less than the Offer Price will be deemed exercised and, at the Effective Time, each Table of Contents outstanding Momenta RSU will be terminated canceled as of the Effective Time and converted into the a vested right to receive an amountamount in cash, without interest thereon and less any applicable withholding taxesinterest, equal to the product of (a) the total number of Shares deemed to be issued upon the deemed exercise of underlying such Option and the excess of the Offer Price over the exercise price per Share previously subject to the Option. See Section 11 – “The Merger Agreement; Other Agreements – Terremark Stock Options.” What will happen to my restricted stock in the Offer? Pursuant to the Merger Agreement, (i) immediately prior the Effective Time, the vesting of all restricted Shares that are then unvested and awarded will be fully accelerated and (ii) at the Effective Time each then outstanding restricted Share will be automatically converted into the right to receive the Offer Price, without interest thereon and less any applicable withholding taxes. What will happen to my warrants in the Offer? The Offer is made only for Shares and is not made for any warrants to purchase Shares. Pursuant to the Merger Agreement, each warrant to purchase Shares that is issued, unexpired and unexercised Momenta RSU immediately prior to the Effective Time and (b) the Offer Price, less any required withholding taxes. See Section 11—“The Transaction Agreements—Merger Agreement—Treatment of Momenta Equity Awards”. What will happen to my rights to purchase Shares under the Momenta Pharmaceuticals, Inc. 2004 Employee Stock Purchase Plan? Rights to purchase Shares under the Momenta Pharmaceuticals, Inc. 2004 Employee Stock Purchase Plan (the “ESPP”) are not terminated sought in or affected by the Offer. However, pursuant to its the terms of the Merger Agreement, if the offering period under the ESPP in effect on the date of the Merger Agreement has not already ended, such offering period will terminate no later than two business days prior to the Acceptance Time, and all participant contributions then in the ESPP will be used to purchase Shares on the date of such termination in accordance with the terms of the ESPP. All Shares purchased under the ESPP will be treated identically with all other Shares in connection with the transactions contemplated by the Merger (Agreement. No further purchase period will commence under the “Warrants”), will entitle ESPP after the holder to receive a payment offering period under the ESPP in cash (without interest thereon and less any applicable withholding taxes), effect on the date of an amount equal the Merger Agreement ends. Prior to the product Effective Time, Momenta, the Momenta Board or its compensation committee will take all actions necessary pursuant to the terms of the total number of Shares previously subject ESPP to such Warrant and terminate the excess, if any, ESPP as of the Offer Price over day immediately prior to the exercise price per Share previously subject to such WarrantEffective Time. See Section 11 – “The 11—“The Transaction Agreements—Merger Agreement; Other Agreements – Terremark Warrants.” —Treatment of Momenta Equity Awards”. What are the material United States U.S. federal income tax consequences of tendering Shares? The receipt exchange of cash in exchange Shares for your Shares in the Offer Price pursuant to the Offer or the Merger (or for cash upon exercise of appraisal rights) will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. In general, for U.S. federal income tax purposes, you will recognize capital gain or loss in an amount equal to the difference between the amount of cash you receive and your adjusted tax basis in the Shares sold pursuant to the Offer or exchanged for cash pursuant to the Merger. This capital gain or loss will be long-term capital gain or loss if you have held the Shares for more than one (1) year as of the date of your sale or exchange of the Shares pursuant to the Offer or the Merger. Special rules will apply to you if you are not a U.S. person for U.S. federal income tax purposes. See Section 5 – “Certain United States 5—“Material U.S. Federal Income Tax Consequences” for a more detailed discussion of the tax treatment of the Offer. We urge you to consult with your own tax advisor as to the particular tax consequences to you of the Offer and the Merger. Who should I call if I have questions about the Offer? You Innisfree M&A Incorporated is acting as the Information Agent for the Offer. Stockholders may call Xxxxxxxxx Inc. Innisfree M&A Incorporated toll free at (000) 000-0000 and banks and brokers may call Innisfree M&A Incorporated collect at (Toll Free). Xxxxxxxxx Inc. is acting as the information agent (the “Information Agent”)000) 000-0000. See the back cover of this Offer to Purchase for additional contact information. Table of Contents To the Holders of Shares of Common Stock of Terremark: INTRODUCTION We, Verizon Holdings Inc., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Verizon Communications Inc., a Delaware corporation (“Parent”), are offering to purchase all of the outstanding shares of common stock, par value $.001 per share (the “Shares”), of Terremark Worldwide, Inc., a Delaware corporation (“Terremark” or the “Company”), at a purchase price of $19.00 per Share (the “Offer Price”), net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”). The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of January 27, 2011 (as it may be amended from time to time, the “Merger Agreement”), by and among Parent, Purchaser and Terremark. The Merger Agreement provides, among other things, that following the consummation of the Offer and subject to certain conditions, Purchaser will be merged with and into Terremark (the “Merger”) with Terremark being the surviving corporation, wholly-owned by Parent. In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than Shares held (i) by Terremark as treasury stock, or by Parent or Purchaser, which Shares will be automatically cancelled and will cease to exist or (ii) by stockholders who exercise appraisal rights under Delaware law with respect to such Shares) will be automatically cancelled and converted in the Merger into the right to receive $19.00 or any greater per Share price paid in the Offer, without interest thereon and less any applicable withholding taxes. The Merger Agreement is more fully described in Section 11 – “The Merger Agreement; Other Agreements” which also contains a discussion of the treatment of stock options, warrants and restricted stock. Xxxxxxxxx represented to Parent and Purchaser in the Merger Agreement that, as of January 26, 2011, there were (i) 67,402,815 Shares issued and outstanding, (ii) 2,030,268 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the exercise of outstanding options, (iii) 3,168,437 unvested restricted Shares, (iv) 2,014,750 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the exercise of outstanding warrants and (v) 9,660,534 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the conversion of the 6.625% senior convertible notes due 2013 (the “Convertible Notes”) of Terremark. Tendering stockholders who are record owners of their Shares and who tender directly to the Depositary (as defined below) will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions. The Terremark Board of Directors (the “Terremark Board”) has unanimously approved the Merger Agreement, the Offer and the Merger and determined that the Offer and the Merger are advisable and fair to, and in the best interests of, the holders of Shares. The Terremark Board unanimously recommends that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer. A more complete description of the Terremark Board’s reasons for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, is set forth in Terremark’s Solicitation/Recommendation Statement on Schedule 14D-9 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is being furnished to stockholders in connection with the Offer. Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth under the sub-heading “Background of the Offer and Merger; Reasons for Recommendation of the Board of Directors.”

per Share. The Offer Price represents a premium of 38.6% over Terremark’s volume weighted average share price for the twenty (20) trading days immediately preceding the public announcement of the Offer and the Merger and a premium of approximately 35% over the closing price on the last full day of trading before the public announcement of the Offer and the Merger. We encourage you to obtain a recent market quotation for Shares in before deciding whether to tender your Shares. See Section 6 – “Price Range of Shares; DividendsDividends on the Shares.” Table of Contents Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer? Yes. Concurrently with entering into the execution Merger Agreement, Xxxxx and Purchaser entered into a Tender and Support Agreement with the Supporting Stockholders (both terms as defined below in Section 11 – “The Merger Agreement; Other Agreements – Tender and Support Agreement”), which provides, among other things, that each Supporting Stockholder will tender into the Offer, and not withdraw, all outstanding Shares such Supporting Stockholder owns of record or beneficially (within the meaning of Rule 13d-3 under the Exchange Act). The Tender and Support Agreement also provides that the Supporting Stockholders will vote their Shares against alternative corporate transactions and will not solicit or engage in discussions with third parties regarding alternative corporation transactions. The Tender and Support Agreement terminates upon the earliest of (i) the valid termination of the Merger Agreement in accordance with its terms, (ii) the Effective Time, (iii) the termination of the Tender and Support Agreement by written notice from Lilly or (iv) the date on which any amendment to the Merger Agreement or the Offer is effected without the Supporting Stockholders’ consent that decreases the amount, or changes the form, of consideration payable to all stockholders of ARMO pursuant to the terms of the Merger Agreement. The Supporting Stockholders collectively beneficially owned, each of Cyrte Investments GP I B.V. in its capacity as general partner of CF I Invest C.V., VMware Bermuda Limited and Sun Equity Assets Limited entered into tender and support agreements with Parent and Purchaser (which we refer to collectively as the “Support Agreements”) pursuant to which such stockholders have agreed to (i) tender their Shares in the Offer upon the terms and subject to the conditions of the Support Agreements and aggregate, 10,815,051 Shares (ii) vote their Shares in favor of the adoption of the Merger Agreement to approve the Merger (if necessary). The Shares subject to the Support Agreements comprise or approximately 27.635.6% of the all Shares outstanding Shares. The Support Agreements will terminate upon certain circumstancesas of May 18, including upon termination of the Merger Agreement2018). See Section 11 – “The Merger Agreement; Other AgreementsAgreements – Tender and Support Agreement.” All of the directors and executive officers of Terremark have informed Terremark, strictly in their capacity as stockholders, that they intend to tender their Shares in the Offer, which Shares, according to Xxxxxxxxx, represent approximately 7% of the outstanding Shares. They are, however, under no contractual or other legal obligation to do so. What is the “Top-Up Option” and when will it be exercised? Under the Merger Agreement, if we do not acquire at least 90% of the outstanding Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have the option, subject to certain limitations, including the availability of authorized but unissued Shares, to purchase from Terremark up to a number of additional Shares equal to the number of Shares that, when added to the number of Shares owned by Parent and its subsidiaries at the time of exercise of the option constitutes one (1) Share more than 90% of the outstanding Shares after giving effect to the issuance of such Shares for a purchase price equal to the Offer Price, to enable us to effect a short-form merger. This right may be exercised by Purchaser, in whole and not in part, only once, at any time during the ten (10) business day period following the date of payment for Shares accepted for payment pursuant to and subject to the Offer Conditions (such payment for Shares accepted for payment pursuant to and subject to the Offer Conditions, the “Offer Closing”) (and if there shall have been commenced a subsequent offering period, after the expiration of such subsequent offering period). We refer to this option as the “Top-Up Option.” However, because Terremark has a limited number of Shares available for issuance under its certificate of incorporation, it is estimated that Purchaser would need to acquire in the Offer approximately 88% of the outstanding Shares in order to exercise the Top-Up Option. The aggregate purchase price payable for the Shares being purchased by Purchaser pursuant to the Top-Up Option will be payable by (i) cash in an amount equal to the aggregate par value of the Top-Up Option Shares and a promissory note having a principal amount equal to the balance of such purchase price or (ii) solely by a promissory note having a principal amount equal to such purchase price. The promissory note (A) shall be due on the first (1st) anniversary of the closing of the Top-Up Option, (B) shall bear simple interest of 5% per annum, (C) shall be full recourse to Parent and Purchaser, (D) may be prepaid, in whole or in part, at any time without premium or penalty and (E) shall have no other material terms. Furthermore, under the Merger Agreement, notwithstanding the foregoing, Purchaser may elect to pay for all or a portion of the aggregate purchase price payable for the Shares issued in connection with the Top-Up Option in cash and in connection therewith, Terremark will apply such cash proceeds (without the deduction of any other fee or expense) toward an optional redemption of the 12% Senior Secured Notes due 2017 of Terremark in the manner directed by Xxxxxx. Xxxxxxxxx has also agreed to issue Shares to us in certain other circumstances after the Offer Closing. See Section 12 – “Purpose of the Offer; Plans for Terremark.” Table of Contents Will I have appraisal rights in connection with the Offer? No appraisal rights will be available to you holders of Shares who tender such Shares in connection with the Offer. However, stockholders if Purchaser purchases Shares pursuant to the Offer and the Merger is completed, holders of Shares immediately prior to the Effective Time who (i) did not tender their Shares in the Offer, (ii) follow the procedures set forth in Section 262 of the DGCL and (iii) do not thereafter lose such holders’ appraisal rights (by withdrawal, failure to perfect or otherwise), will be entitled to appraisal rights in connection with have their Shares appraised by the Merger if they do not tender Shares in Delaware Court of Chancery and to receive payment of the Offer and do not vote in favor “fair value” of such shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, subject to and in accordance together with Delaware lawinterest, thereon. Stockholders must properly perfect their right to seek appraisal under Delaware law in connection with The “fair value” could be greater than, less than or the Merger in order to exercise appraisal rightssame as the Offer Price. See Section 17 – “Appraisal Rights.” What will happen to my employee stock options in the Offer? The Offer is made only for Shares and is not made for any employee stock options to purchase Shares that were granted under any Terremark stock plan (“Options”). Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger (the “Effective Time”), each Option (vested or unvested) having an exercise price per Share that is less than the Offer Price will be deemed exercised and, at the Effective Time, will be terminated and converted into the right to receive an amount, without interest thereon and less any applicable withholding taxes, equal to the product of the total number of Shares deemed to be issued upon the deemed exercise of such Option and the excess of the Offer Price over the exercise price per Share previously subject to the Option. See Section 11 – “The Merger Agreement; Other Agreements – Terremark Stock Options.” What will happen to my restricted stock in the Offer? Pursuant to the Merger Agreement, (i) immediately prior the Effective Time, the vesting of all restricted Shares that are then unvested and awarded will be fully accelerated and (ii) at the Effective Time each then outstanding restricted Share will be automatically converted into the right to receive the Offer Price, without interest thereon and less any applicable withholding taxes. What will happen to my warrants in the Offer? The Offer is made only for Shares and is not made for any warrants to purchase Shares. Pursuant to the Merger Agreement, each warrant to purchase Shares that is issued, unexpired and unexercised immediately prior to the Effective Time and not terminated pursuant to its terms in connection with the Merger (the “Warrants”), will entitle the holder to receive a payment in cash (without interest thereon and less any applicable withholding taxes), of an amount equal to the product of the total number of Shares previously subject to such Warrant and the excess, if any, of the Offer Price over the exercise price per Share previously subject to such Warrant. See Section 11 – “The Merger Agreement; Other Agreements – Terremark Warrants.” What are the material United States federal income tax consequences of tendering Shares? The receipt of cash in exchange for your Shares in the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. In general, for U.S. federal income tax purposes, you will recognize capital gain or loss in an amount equal to the difference between the amount of cash you receive and your adjusted tax basis in the Shares sold pursuant to the Offer or exchanged for cash pursuant to the Merger. This capital gain or loss will be long-term capital gain or loss if you have held the Shares for more than one (1) year as of the date of your sale or exchange of the Shares pursuant to the Offer or the Merger. Special rules will apply to you if you are not a U.S. person for U.S. federal income tax purposes. See Section 5 – “Certain United States Federal Income Tax Consequences” for a more detailed discussion of the tax treatment of the Offer. We urge you to consult with your own tax advisor as to the particular tax consequences to you of the Offer and the Merger. Who Whom should I call if I have questions about the Offer? You may call Xxxxxxxxx Inc. at (000) 000-0000 (Toll Free). Xxxxxxxxx Inc. is acting as LLC, the information agent for the Offer (the “Information Agent”), toll free at 0-000-000-0000. See the back cover of this Offer to Purchase for additional contact information. Table of Contents To the Holders of Shares of Common Stock of Terremark: INTRODUCTION We, Verizon Holdings Inc.Bluegill Acquisition Corporation, a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Verizon Communications Inc.Xxx Xxxxx and Company, a Delaware an Indiana corporation (“ParentLilly”), are is offering to purchase all of the outstanding shares of common stock, par value value, $.001 0.0001 per share (the “Shares”), of Terremark WorldwideARMO BioSciences, Inc., a Delaware corporation (“Terremark” or the “CompanyARMO”), at a purchase price of $19.00 50.00 per Share (the “Offer Price”), net to the seller in cash, without interest thereon and less any applicable withholding taxestax withholding, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with the this Offer to Purchase, as each they may be amended or supplemented from time to time, collectively constitute the “Offer”). The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of January 27May 9, 2011 2018 (as it may be amended from time to time, the “Merger Agreement”), by and among ParentARMO, Purchaser Lilly and Terremark. The Merger Agreement providesPurchaser, among other thingspursuant to which, that following the after consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will be merged merge with and into Terremark ARMO pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), upon the terms and subject to the conditions set forth in the Merger Agreement, with ARMO continuing as the surviving corporation (the “Surviving Corporation”) and becoming a wholly-owned subsidiary of Lilly (the “Merger”) with Terremark being the surviving corporation, wholly-owned by Parent). In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than Shares held (i) Shares owned by Terremark as treasury stockARMO immediately prior to the Effective Time, or by Parent or Purchaser, which Shares will be automatically cancelled and will cease to exist or (ii) Shares owned by stockholders Xxxxx or Purchaser at the commencement of the Offer and owned by Xxxxx or Purchaser immediately prior to the Effective Time or (iii) Shares held by any stockholder who exercise is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL and who, as of the Effective Time, has neither effectively withdrawn nor lost its rights to such appraisal and payment under Delaware law the DGCL with respect to such Shares) will be automatically cancelled and converted in the Merger into the right to receive $19.00 or any greater per Share price paid an amount in cash equal to the Offer, Offer Price without interest thereon and (the “Merger Consideration”), less any applicable withholding taxestax withholding. Under no circumstances will interest be paid on the purchase price for the Shares, including by reason of any extension of the Offer or any delay in making payment for the Shares. The Merger Agreement is more fully described in Section 11 – “The Merger Agreement; Other Agreements.” which also contains a discussion of the treatment of stock options, warrants and restricted stock. Xxxxxxxxx represented to Parent and Purchaser in the Merger Agreement that, as of January 26, 2011, there were (i) 67,402,815 Shares issued and outstanding, (ii) 2,030,268 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the exercise of outstanding options, (iii) 3,168,437 unvested restricted Shares, (iv) 2,014,750 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the exercise of outstanding warrants and (v) 9,660,534 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the conversion of the 6.625% senior convertible notes due 2013 (the “Convertible Notes”) of Terremark. Tendering stockholders who are record owners of their Shares and who tender directly to the Depositary (as defined belowabove in the “Summary Term Sheet”) will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction Section 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions. The Terremark ARMO Board of Directors has unanimously: (i) determined that the “Terremark Board”) has unanimously approved the Merger AgreementOffer, the Offer and the Merger and determined that the Offer and other transactions contemplated by this Agreement (collectively, the Merger “Transactions”) are advisable and fair to, to and in the best interests ofof ARMO and its stockholders, (ii) duly authorized and approved the holders execution, delivery and performance by ARMO of Shares. The Terremark Board unanimously recommends the Merger Agreement and the consummation by ARMO of the Transactions, (iii) declared the Merger Agreement and the Transactions advisable, (iv) recommended that the holders of Shares accept the Offer and ARMO’s stockholders tender their Shares pursuant to in the Offer. A more complete description Offer (such recommendation, the “ARMO Board Recommendation”) and (v) resolved that the Merger shall be governed by and effected under Section 251(h) of the Terremark DGCL. More complete descriptions of the ARMO Board’s reasons for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including consummation of the Offer and the Merger, is Transactions are set forth in TerremarkARMO’s Solicitation/Recommendation Statement on the Schedule 14D-9 under the Securities Exchange Act of 1934, as amended (the “Exchange ActSchedule 14D-9”), ) that is being furnished mailed to stockholders in connection you together with the Offerthis Offer to Purchase. Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth in Item 4 under the sub-heading headings “Background of the Offer Offer” and Merger; “Reasons for the Recommendation of the Board of DirectorsBoard.”

per Share. The Offer Price represents a premium of 38.6% over Terremark’s volume weighted average share price for the twenty (20) trading days immediately preceding the public announcement of the Offer and the Merger and a premium of approximately 35% over the closing price on the last full day of trading before the public announcement of the Offer and the Merger. We encourage you to obtain a recent market quotation for Shares in before deciding whether to tender your Shares. See Section 6 – “Price Range of Shares; Dividends.” Table of Contents Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer? Yes. Concurrently with entering into the execution Merger Agreement, Xxxxx and Purchaser entered into Tender and Support Agreements with each of the Supporting Stockholders (as defined below in Section 11 – “The Merger Agreement; Other Agreements – Tender and Support Agreements”), which provide, among other things, that each Supporting Stockholder will tender into the Offer, and not withdraw, all outstanding Shares such Supporting Stockholder owns of record or beneficially (within the meaning of Rule 13d-3 under the Exchange Act). The Tender and Support Agreements also provide that the Supporting Stockholders will vote their Shares against certain alternative corporate transactions. The Tender and Support Agreements terminate upon the earliest of (i) the valid termination of the Merger Agreement, each of Cyrte Investments GP I B.V. in its capacity as general partner of CF I Invest C.V., VMware Bermuda Limited and Sun Equity Assets Limited entered into tender and support agreements with Parent and Purchaser (which we refer to collectively as the “Support Agreements”) pursuant to which such stockholders have agreed to (i) tender their Shares in the Offer upon the terms and subject to the conditions of the Support Agreements and (ii) vote their Shares in favor of the adoption of Effective Time or (iii) the date on which any amendment to the Merger Agreement that adversely affects in any material respect the anticipated benefits to approve be derived by the Supporting Stockholder as a result of the transactions contemplated by the Merger (if necessary)Agreement is executed and delivered. The Supporting Stockholders collectively beneficially owned, in the aggregate, 6,694,843 Shares subject to the Support Agreements comprise (or approximately 27.634.7 % of the all Shares outstanding Shares. The Support Agreements will terminate upon certain circumstancesas of January 12, including upon termination of the Merger Agreement2017). See Section 11 – “The Merger Agreement; Other Agreements – Tender and Support Agreements.” All of the directors and executive officers of Terremark have informed Terremark, strictly in their capacity as stockholders, that they intend to tender their Shares in the Offer, which Shares, according to Xxxxxxxxx, represent approximately 7% of the outstanding Shares. They are, however, under no contractual or other legal obligation to do so. What is the “Top-Up Option” and when will it be exercised? Under the Merger Agreement, if we do not acquire at least 90% of the outstanding Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have the option, subject to certain limitations, including the availability of authorized but unissued Shares, to purchase from Terremark up to a number of additional Shares equal to the number of Shares that, when added to the number of Shares owned by Parent and its subsidiaries at the time of exercise of the option constitutes one (1) Share more than 90% of the outstanding Shares after giving effect to the issuance of such Shares for a purchase price equal to the Offer Price, to enable us to effect a short-form merger. This right may be exercised by Purchaser, in whole and not in part, only once, at any time during the ten (10) business day period following the date of payment for Shares accepted for payment pursuant to and subject to the Offer Conditions (such payment for Shares accepted for payment pursuant to and subject to the Offer Conditions, the “Offer Closing”) (and if there shall have been commenced a subsequent offering period, after the expiration of such subsequent offering period). We refer to this option as the “Top-Up Option.” However, because Terremark has a limited number of Shares available for issuance under its certificate of incorporation, it is estimated that Purchaser would need to acquire in the Offer approximately 88% of the outstanding Shares in order to exercise the Top-Up Option. The aggregate purchase price payable for the Shares being purchased by Purchaser pursuant to the Top-Up Option will be payable by (i) cash in an amount equal to the aggregate par value of the Top-Up Option Shares and a promissory note having a principal amount equal to the balance of such purchase price or (ii) solely by a promissory note having a principal amount equal to such purchase price. The promissory note (A) shall be due on the first (1st) anniversary of the closing of the Top-Up Option, (B) shall bear simple interest of 5% per annum, (C) shall be full recourse to Parent and Purchaser, (D) may be prepaid, in whole or in part, at any time without premium or penalty and (E) shall have no other material terms. Furthermore, under the Merger Agreement, notwithstanding the foregoing, Purchaser may elect to pay for all or a portion of the aggregate purchase price payable for the Shares issued in connection with the Top-Up Option in cash and in connection therewith, Terremark will apply such cash proceeds (without the deduction of any other fee or expense) toward an optional redemption of the 12% Senior Secured Notes due 2017 of Terremark in the manner directed by Xxxxxx. Xxxxxxxxx has also agreed to issue Shares to us in certain other circumstances after the Offer Closing. See Section 12 – “Purpose of the Offer; Plans for Terremark.” Table of Contents Will I have appraisal rights in connection with the Offer? No appraisal rights will be available to you in connection with the Offer. However, stockholders if Purchaser purchases Shares pursuant to the Offer and the Merger is completed, holders of Shares immediately prior to the Effective Time who (i) did not tender their Shares in the Offer, (ii) follow the procedures set forth in Section 262 of the DGCL and (iii) do not thereafter lose such holders’ appraisal rights (by withdrawal, failure to perfect or otherwise), will be entitled to appraisal rights in connection with have their Shares appraised by the Merger if they do not tender Shares in Delaware Court of Chancery and to receive payment of the Offer and do not vote in favor “fair value” of such shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, subject to and in accordance together with Delaware lawinterest, thereon. Stockholders must properly perfect their right to seek appraisal under Delaware law in connection with The “fair value” could be greater than, less than or the Merger in order to exercise appraisal rightssame as the Offer Price. See Section 17 – “Appraisal Rights.” What will happen to my employee stock options in the Offer? The Offer is made only for Shares and is not made for any employee stock options to purchase Shares that were granted under any Terremark stock plan (“Options”). Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger (the “Effective Time”), each Option (vested or unvested) having an exercise price per Share that is less than the Offer Price will be deemed exercised and, at the Effective Time, will be terminated and converted into the right to receive an amount, without interest thereon and less any applicable withholding taxes, equal to the product of the total number of Shares deemed to be issued upon the deemed exercise of such Option and the excess of the Offer Price over the exercise price per Share previously subject to the Option. See Section 11 – “The Merger Agreement; Other Agreements – Terremark Stock Options.” What will happen to my restricted stock in the Offer? Pursuant to the Merger Agreement, (i) immediately prior the Effective Time, the vesting of all restricted Shares that are then unvested and awarded will be fully accelerated and (ii) at the Effective Time each then outstanding restricted Share will be automatically converted into the right to receive the Offer Price, without interest thereon and less any applicable withholding taxes. What will happen to my warrants in the Offer? The Offer is made only for Shares and is not made for any warrants to purchase Shares. Pursuant to the Merger Agreement, each warrant to purchase Shares that is issued, unexpired and unexercised immediately prior to the Effective Time and not terminated pursuant to its terms in connection with the Merger (the “Warrants”), will entitle the holder to receive a payment in cash (without interest thereon and less any applicable withholding taxes), of an amount equal to the product of the total number of Shares previously subject to such Warrant and the excess, if any, of the Offer Price over the exercise price per Share previously subject to such Warrant. See Section 11 – “The Merger Agreement; Other Agreements – Terremark Warrants.” What are the material United States federal income tax consequences of tendering Shares? The receipt of cash in exchange for your Shares in the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. In general, for U.S. federal income tax purposes, you will recognize capital gain or loss in an amount equal to the difference between the amount of cash you receive and your adjusted tax basis in the Shares sold pursuant to the Offer or exchanged for cash pursuant to the Merger. This capital gain or loss will be long-term capital gain or loss if you have held the Shares for more than one (1) year as of the date of your sale or exchange of the Shares pursuant to the Offer or the Merger. Special rules will apply to you if you are not a U.S. person for U.S. federal income tax purposes. See Section 5 – “Certain United States Federal Income Tax Consequences” for a more detailed discussion of the tax treatment of the Offer. We urge you to consult with your own tax advisor as to the particular tax consequences to you of the Offer and the Merger. Who Whom should I call if I have questions about the Offer? You may call Xxxxxxxxx Inc. at (000) 000-0000 (Toll Free). Xxxxxxxxx Inc. is acting as LLC, the information agent for the Offer (the “Information Agent”), toll free at 0-000-000-0000. See the back cover of this Offer to Purchase for additional contact information. Table of Contents To the Holders of Shares of Common Stock of Terremark: INTRODUCTION We, Verizon Holdings Inc.ProCar Acquisition Corporation, a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Verizon Communications Inc.Xxx Xxxxx and Company, a Delaware an Indiana corporation (“ParentLilly”), are is offering to purchase all of the outstanding shares of common stock, par value value, $.001 0.001 per share (the “Shares”), of Terremark WorldwideCoLucid Pharmaceuticals, Inc., a Delaware corporation (“Terremark” or the “CompanyCoLucid”), at a purchase price of $19.00 46.50 per Share (the “Offer Price”), net to the seller in cash, without interest thereon and less subject to any applicable withholding taxesrequired tax withholding, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with the this Offer to Purchase, as each they may be amended or supplemented from time to time, collectively constitute the “Offer”). The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of January 2717, 2011 2017 (as it may be amended from time to time, the “Merger Agreement”), by and among ParentCoLucid, Purchaser Lilly and Terremark. The Merger Agreement providesPurchaser, among other thingspursuant to which, that following the after consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will be merged merge with and into Terremark CoLucid pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), upon the terms and subject to the conditions set forth in the Merger Agreement, with CoLucid continuing as the surviving corporation (the “Surviving Corporation”) and becoming a wholly-owned subsidiary of Lilly (the “Merger”) with Terremark being the surviving corporation, wholly-owned by Parent). In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than Shares held (i) Shares owned by Terremark as treasury stock, or by Parent or Purchaser, which Shares will be automatically cancelled and will cease Lilly, CoLucid (or held in CoLucid’s treasury) or any direct or indirect wholly-owned subsidiary of Lilly immediately prior to exist the Effective Time, or (ii) Shares held by stockholders any stockholder that is entitled to demand and properly demands appraisal of such Shares pursuant to, and who exercise complies in all respects with, Section 262 of the DGCL and who, as of the Effective Time, has neither effectively withdrawn nor lost such stockholder’s rights to such appraisal rights and payment under Delaware law the DGCL with respect to such Shares) will be automatically cancelled and converted in the Merger into the right to receive $19.00 or any greater per Share price paid an amount in cash equal to the OfferOffer Price, without interest thereon and less subject to any applicable required tax withholding taxes(the “Merger Consideration”). Under no circumstances will interest be paid on the purchase price for the Shares, regardless of any extension of the Offer or any delay in making payment for the Shares. The Merger Agreement is more fully described in Section 11 – “The Merger Agreement; Other Agreements.” which also contains a discussion of the treatment of stock options, warrants and restricted stock. Xxxxxxxxx represented to Parent and Purchaser in the Merger Agreement that, as of January 26, 2011, there were (i) 67,402,815 Shares issued and outstanding, (ii) 2,030,268 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the exercise of outstanding options, (iii) 3,168,437 unvested restricted Shares, (iv) 2,014,750 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the exercise of outstanding warrants and (v) 9,660,534 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the conversion of the 6.625% senior convertible notes due 2013 (the “Convertible Notes”) of Terremark. Tendering stockholders who are record owners of their Shares and who tender directly to the Depositary (as defined belowabove in the “Summary Term Sheet”) will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction Section 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions. The Terremark CoLucid Board (upon the unanimous recommendation of Directors a special committee of board members (the “Terremark BoardCoLucid Special Committee”)) has unanimously approved the Merger Agreement, the Offer and the Merger and unanimously: (i) determined that the Offer and the Merger are advisable and fair to, and in the best interests of, the holders of Shares. The Terremark Board unanimously recommends that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer. A more complete description of the Terremark Board’s reasons for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, is are fair to and in the best interests of CoLucid and its stockholders; (ii) approved and declared advisable the Offer and the Merger and the execution, delivery and performance by CoLucid of the Merger Agreement and the consummation of the transactions contemplated thereby; (iii) approved the execution, delivery and performance by CoLucid of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger; (iv) resolved that the Merger Agreement and the Merger shall be governed by and effected under Section 251(h) of the DGCL; and (v) resolved to recommend that the stockholders of CoLucid accept the Offer and tender their Shares pursuant to the Offer (such recommendation, the “CoLucid Board Recommendation”). More complete descriptions of the CoLucid Special Committee’s reasons for recommending, and the CoLucid Board’s reasons for authorizing and approving, the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are set forth in TerremarkCoLucid’s Solicitation/Recommendation Statement on the Schedule 14D-9 under the Securities Exchange Act of 1934, as amended (the “Exchange ActSchedule 14D-9”), ) that is being furnished mailed to stockholders in connection you together with the Offerthis Offer to Purchase. Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth in Item 4 under the sub-heading headings “Background of the Offer Offer” and Merger; “Reasons for the Recommendation of the Board of DirectorsSpecial Committee and the Board.”

per Share. The Offer Price represents a premium of 38.657% over TerremarkO’Charley’s volume weighted average share price for the twenty (20) 20 trading days immediately preceding the public announcement of the Offer and the Merger and a premium of approximately 3542% over the closing price on the last full day of trading before the public announcement of the Offer and the Merger. We encourage you to obtain a recent market quotation for Shares of O’Charley’s in deciding whether to tender your Shares. See Section 6 – “Price Range of Shares; Dividends.” Table of Contents Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer? Yes. Concurrently with the execution of the Merger Agreement, each of Cyrte Crescendo Investments GP I B.V. II, LLC, in its capacity as general partner of CF I Invest C.V.Crescendo Partners II, VMware Bermuda Limited L.P., Series Z, Crescendo Investments III, LLC, in its capacity as general partner of Crescendo Partners III, L.P., Xxxxxx Xxxxxx, and Sun Equity Assets Limited Xxxxxxx Xxxxxxx (each, a “Supporting Shareholder”), entered into tender a Tender and support agreements Support Agreement with Parent and the Purchaser (which we refer to collectively as the “Support AgreementsAgreement”) pursuant to which such stockholders have agreed to each Supporting Shareholder has agreed, among other things, (i) to tender their Shares in the Offer upon the terms and subject to the conditions all of the Support Agreements such Supporting Shareholder’s Shares; and (ii) that, in the event a vote their of O’Charley’s shareholders is required in furtherance of the Merger Agreement or the transactions contemplated by the Merger Agreement, including the Merger, such Supporting Shareholder will vote all of such Supporting Shareholder’s Shares (to the extent any such Shares are not purchased in the Offer) in favor of the approval of the Merger and the adoption of the Merger Agreement to approve the Merger (if necessary). The Shares subject to the Support Agreements comprise approximately 27.6% of the outstanding Sharesand against any proposal inconsistent therewith. The Support Agreements Agreement will terminate upon certain circumstances, including upon termination of the Merger Agreement. See Section 11 – “The Merger Agreement; Other Agreements.” All Table of the directors and executive officers of Terremark have informed Terremark, strictly in their capacity as stockholders, that they intend to tender their Shares in the Offer, which Shares, according to Xxxxxxxxx, represent approximately 7% of the outstanding Shares. They are, however, under no contractual or other legal obligation to do so. Contents What is the “Top-Up Option” and when will it be exercised? Under the Merger Agreement, if we do not acquire hold at least 90% of the outstanding Shares (on a fully-diluted basis, as defined in the Offer Merger Agreement) after our acceptance of, and payment for Shares pursuant to consummation of the Offer, we have Parent has the option, subject to certain limitations, including the availability of authorized but unissued Shares, to purchase (in cash or by promissory note) from Terremark O’Charley’s up to a that number of additional newly issued Shares equal sufficient to the number cause Parent (together with any of Shares thatits subsidiaries, when added including us) to the number of Shares owned by Parent and its subsidiaries at the time of exercise of the option constitutes own one (1) Share more than 90% of the Shares then outstanding Shares after giving effect to (on a fully-diluted basis, as defined in the issuance of such Shares for Merger Agreement), at a purchase price per Share equal to the Offer Price, to enable us to effect a “short-form merger. This right may be exercised by Purchaser, in whole and not in part, only once, at any time during the ten (10) business day period following the date of payment for Shares accepted for payment ” pursuant to and subject to Section 00-00-000 of the Offer Conditions (such payment for Shares accepted for payment pursuant to and subject to the Offer Conditions, the “Offer Closing”) (and if there shall have been commenced a subsequent offering period, after the expiration of such subsequent offering period)TBCA. We refer to this option as the “Top-Up Option.” However, because Terremark has a limited number of Shares available for issuance under its certificate of incorporation, it is estimated that Purchaser would need to acquire in the Offer approximately 88% of the outstanding Shares in order to exercise the See Section 11 – “The Merger Agreement; Other Agreements – Top-Up Option. The aggregate purchase price payable for the Shares being purchased by Purchaser pursuant to the Top-Up Option will be payable by (i) cash in an amount equal to the aggregate par value of the Top-Up Option Shares and a promissory note having a principal amount equal to the balance of such purchase price or (ii) solely by a promissory note having a principal amount equal to such purchase price. The promissory note (A) shall be due on the first (1st) anniversary of the closing of the Top-Up Option, (B) shall bear simple interest of 5% per annum, (C) shall be full recourse to Parent and Purchaser, (D) may be prepaid, in whole or in part, at any time without premium or penalty and (E) shall have no other material terms. Furthermore, under the Merger Agreement, notwithstanding the foregoing, Purchaser may elect to pay for all or a portion of the aggregate purchase price payable for the Shares issued in connection with the Top-Up Option in cash and in connection therewith, Terremark will apply such cash proceeds (without the deduction of any other fee or expense) toward an optional redemption of the 12% Senior Secured Notes due 2017 of Terremark in the manner directed by Xxxxxx. Xxxxxxxxx has also agreed to issue Shares to us in certain other circumstances after the Offer Closing. See Section 12 – “Purpose of the Offer; Plans for Terremark.” Table of Contents Will I have appraisal dissenters’ rights in connection with the Offer? No appraisal dissenters’ rights will be available to you in connection with the Offer. However, stockholders will be entitled to appraisal rights in connection with the Merger if they do not tender Shares in the Offer and do not vote in favor of or the Merger, subject to and in accordance with Delaware law. Stockholders must properly perfect their right to seek appraisal under Delaware law in connection with the Merger in order to exercise appraisal rights. See Section 17 – “Appraisal Dissenters’ Rights.” What will happen to my employee stock options in the Offer? The Offer is made only for Shares and is not made for any employee stock options to purchase Shares that were granted under any Terremark O’Charley’s stock plan (“Options”). Pursuant to the Merger Agreement, immediately prior each Option (whether or not vested or unexercisable) will become fully vested and exercisable at the Acceptance Time. Pursuant to the Merger Agreement, each Option (whether or not vested or exercisable) that is outstanding as of the effective time of the Merger (the “Effective Time”), each Option (vested or unvested) having an exercise price per Share that is less than the Offer Price will be deemed exercised and, at the Effective Time, will be terminated cancelled and converted into the right to receive an amountamount in cash, without interest thereon and less subject to any applicable required withholding taxes, equal to the product of the total number of Shares deemed to be issued upon the deemed exercise of such Option and (i) the excess of the Offer Price over the per Share exercise price per Share previously under such Option and (ii) the number of Shares subject to the such Option. See Section 11 – “The Merger Agreement; Other Agreements – Terremark O’Charley’s Stock OptionsOptions and Restricted Stock.” What will happen to my employee restricted stock in the Offer? Pursuant to the Merger Agreement, (i) the restrictions on each Share of restricted stock that is subject to forfeiture, vesting or other restrictions as of immediately prior to the Effective Time, acceptance of the vesting of all restricted Shares that are then unvested and awarded will be fully accelerated and (ii) at the Effective Time each then outstanding restricted Share will be automatically converted into the right to receive for payment in the Offer Price, without interest thereon and less any applicable withholding taxes. What will happen to my warrants lapse upon acceptance of Shares for payment in the Offer? The Offer is made only for Shares and is not made for any warrants to purchase Shares. Pursuant to the Merger Agreement, each warrant to purchase Shares Share that is issued, unexpired and unexercised immediately prior to outstanding as of the Effective Time and not terminated pursuant to its terms in connection with effective time of the Merger (will be cancelled and converted into the “Warrants”), will entitle the holder right to receive a payment an amount in cash (cash, without interest thereon and less subject to any applicable required withholding taxes), of an amount equal to the product of the total number of Shares previously subject to such Warrant and the excess, if any, of the Offer Price over the exercise price per Share previously subject to such WarrantPrice. See Section 11 – “The Merger Agreement; Other Agreements – Terremark WarrantsO’Charley’s Stock Options and Restricted Stock.” What are the material United States federal income tax consequences of tendering Shares? The receipt of cash in exchange for your Shares in the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. In general, for U.S. federal income tax purposes, you will recognize capital gain or loss in an amount equal to the difference between the amount of cash you receive and your adjusted tax basis in the Shares sold pursuant to the Offer or exchanged for cash pursuant to the Merger. This capital gain or loss will be long-term a capital gain or loss if you have held hold your Shares as capital assets at the Shares for more than one (1) year as time of the date of your sale or exchange of the Shares pursuant to the Offer or the Merger. Special rules will apply to you if you are not a U.S. person for U.S. federal income tax purposesexchange. See Section 5 – “Certain United States Federal Income Tax Consequences” for a more detailed discussion of the tax treatment of the Offer. Certain limitations apply to the use of any capital losses. Table of Contents We urge you to consult with your own tax advisor as to the particular tax consequences to you of the Offer and the Merger. Who should I call if I have questions about the Offer? You may call Xxxxxxxxx Inc. at (000) 000-0000 (Toll Free)) or Xxxxxxxxx & Company, Inc. (“Jefferies”) at (000) 000-0000. Xxxxxxxxx Inc. is acting as the information agent (the “Information Agent”)) and Jefferies is acting as the dealer manager (the “Dealer Manager”) in connection with the Offer. See the back cover of this Offer to Purchase for additional contact information. Table of Contents To the Holders of Shares of Common Stock of TerremarkO’Charley’s Inc.: INTRODUCTION We, Verizon Holdings Xxxx Xxxxxx Sub Inc., a Delaware Tennessee corporation (the “Purchaser”) and a an indirect, wholly-owned subsidiary of Verizon Communications Fidelity National Financial, Inc., a Delaware corporation (“Parent”), are offering to purchase for cash all of the outstanding shares of common stock, without par value $.001 per share (the “Shares”), of Terremark Worldwide, O’Charley’s Inc., a Delaware Tennessee corporation (“TerremarkO’Charley’s” or the “Company”), at a purchase price of $19.00 9.85 per Share (the “Offer Price”), net to the seller sellers in cash, without interest thereon and less subject to any applicable required withholding taxes, upon the terms and subject to the conditions set forth described in this Offer to Purchase and in the related Letter of Transmittal (which, together with the Offer to Purchasewhich collectively, as each may be amended or supplemented from time to time, collectively constitute the “Offer”). The We are making the Offer is being made pursuant to an Agreement and Plan of Merger, dated as of January 27February 5, 2011 2012 (as it may be amended from time to time, the “Merger Agreement”), by and among Parent, the Purchaser and TerremarkO’Charley’s. The Merger Agreement provides, among other things, that for the making of the Offer and also provides that, following the consummation of the Offer and subject to certain conditions, the Purchaser will be merged with and into Terremark O’Charley’s (the “Merger”) with Terremark being O’Charley’s continuing as the surviving corporationcorporation and an indirect, wholly-owned by subsidiary of Parent. In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than Shares held (i) by Terremark as treasury stockO’Charley’s, Parent, Purchaser or by Parent any wholly-owned subsidiary of O’Charley’s or PurchaserParent, which Shares will be automatically cancelled and retired and will cease to exist or (ii) by stockholders who exercise appraisal rights under Delaware law with respect to such without any consideration being delivered in exchange for those Shares) will be automatically cancelled and converted in the Merger into the right to receive $19.00 9.85 or any greater per Share price paid in the Offer, in cash, without interest thereon and less subject to any applicable required withholding taxes. The Merger Agreement is more fully described in Section 11 – “The Merger Agreement; Other Agreements,” which also contains a discussion of the treatment of employee stock options, warrants options and employee restricted stock. Xxxxxxxxx represented to Parent and Purchaser in the Merger Agreement that, as of January 26, 2011, there were (i) 67,402,815 Shares issued and outstanding, (ii) 2,030,268 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the exercise of outstanding options, (iii) 3,168,437 unvested restricted Shares, (iv) 2,014,750 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the exercise of outstanding warrants and (v) 9,660,534 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the conversion of the 6.625% senior convertible notes due 2013 (the “Convertible Notes”) of Terremark. Tendering stockholders shareholders who are record owners of their Shares and who tender directly to the Depositary (as defined below) will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by the Purchaser pursuant to the Offer. Stockholders Shareholders who hold their Shares through a broker, banker or other nominee should consult such that institution as to whether it charges any service fees or commissions. The Terremark After careful consideration, the Board of Directors (the “Terremark Board”) of O’Charley’s, among other things, has unanimously approved (i) declared that the Merger Agreement, the Offer Agreement and the Merger and determined that the Offer and transactions contemplated by the Merger Agreement are advisable and advisable, fair to, to and in the best interests ofof O’Charley’s and the shareholders of O’Charley’s unaffiliated with Parent, (ii) adopted and approved the holders Merger Agreement and the transactions contemplated by the Merger Agreement, (iii) directed the adoption of Shares. The Terremark Board unanimously recommends the Merger Agreement be submitted to the shareholders of O’Charley’s and (iv) recommended that the holders shareholders of Shares O’Charley’s accept the Offer and Offer, tender their Shares pursuant in the Offer and, to the Offerextent required by applicable law, approve the Merger and adopt the Merger Agreement (the “Company Board Recommendation”). A more complete description of the Terremark BoardO’Charley’s Board of Directors’ reasons for authorizing and approving the Merger Agreement and the transactions contemplated therebyby the Merger Agreement, including the Offer and the Merger, is set forth in TerremarkO’Charley’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is being furnished to stockholders shareholders in connection with the Offer. Stockholders Shareholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth under the sub-heading “Background of the Offer and the Merger; Reasons for Recommendation Recommendation.” The Offer is conditioned upon, among other things, (i) satisfaction of the Minimum Condition (as described below) , (ii) the expiration or termination of all statutory waiting periods (and any extensions thereof) applicable to the Offer under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (the Table of Contents “Regulatory Condition”) and (iii) the absence of a legal restraint preventing, or a law, regulation or order prohibiting, the consummation of the transactions contemplated by the Merger Agreement (the “Legal Restraint Condition”). The Minimum Condition requires the number of Shares that have been validly tendered and not validly withdrawn prior to the expiration of the Offer (when added to the Shares already owned by Parent and its subsidiaries) to represent at least the number of Shares required to approve the Merger Agreement and the other transactions contemplated by the Merger Agreement pursuant to the charter and by-laws of O’Charley’s and the Tennessee Business Corporation Act (the “TBCA”) on the date the tendered Shares are accepted for payment, determined on a fully-diluted basis (as defined in the Merger Agreement). The Regulatory Condition has been satisfied. See Section 16 – “Certain Legal Matters; Regulatory Approvals.” The Offer also is subject to other conditions described in this Offer to Purchase. See Section 15 – “Certain Conditions of the Offer.” O’Charley’s has advised Parent that, on February 5, 2012, Evercore Group L.L.C. (“Evercore”), which was retained by the Company’s Board of Directors to act as O’Charley’s financial advisor in connection with the potential sale of O’Charley’s, rendered its oral opinion to the Company’s Board of Directors., subsequently confirmed in writing, that, as of that date and based upon and subject to assumptions made, matters considered and limitations on the scope of review undertaken by Evercore as set forth in that opinion, the $9.85 per Share to be received by holders of Shares other than Parent, Purchaser and any of their respective affiliates in the Offer and the Merger, pursuant to the Merger Agreement, was fair from a financial point of view to those holders. The full text of the written opinion of Evercore, dated as of February 5, 2012, which sets forth, among other things, assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Evercore in rendering that opinion, is attached as an annex to O’Charley’s Solicitation/Recommendation Statement on Schedule 14D-9 to be filed with the United States Securities and Exchange Commission (the “SEC”), which will be mailed to O’Charley’s shareholders with this Offer to Purchase. Evercore’s opinion was directed to the Company’s Board of Directors and addresses only the fairness, from a financial point of view, of the $9.85 per Share to be received by the holders of Shares other than Parent, Purchaser and any of their respective affiliates in the Offer and the Merger, pursuant to the Merger Agreement, as of the date of the opinion. Evercore’s opinion does not address any other aspect of the transactions contemplated by the Merger Agreement and does not constitute a recommendation to O’Charley’s Board of Directors or to any other person in respect of the transactions contemplated by the Merger Agreement, including to you or any other O’Charley’s shareholder as to whether you or such shareholder should tender any Shares pursuant to the Offer. Evercore’s opinion does not address the relative merits of the transactions contemplated by the Merger as compared to other business or financial strategies that might be available to O’Charley’s, nor does it address the underlying business decision of O’Charley’s to engage in the transactions contemplated by the Merger Agreement. All statements included in this Offer to Purchase summarizing the contents of the Evercore opinion are qualified in their entirety by reference to the full text of the opinion attached as an annex to the Schedule 14D-9. Consummation of the Merger is conditioned upon, among other things, the adoption of the Merger Agreement by the requisite vote of the shareholders of O’Charley’s at a shareholders meeting convened for that purpose in accordance with the TBCA, if required by the TBCA. Under Tennessee law, the affirmative vote of a majority of all the votes entitled to be cast at such meeting of O’Charley’s shareholders is required to approve the Merger Agreement. If we purchase Shares in the Offer, we will have sufficient voting power to approve the Merger without the affirmative vote of any other shareholder of O’Charley’s. In addition, Tennessee law provides that if a corporation owns at least 90% of the outstanding voting shares of each class and series of a subsidiary corporation, the corporation holding such stock may merge such subsidiary into itself, itself into such subsidiary or two or more such subsidiaries with and into each other, without any action or vote on the part of the shareholders of such other corporation. Under the Merger Agreement, if, after the expiration of the Offer or the expiration of the subsequent offering period, if any, the Purchaser directly or indirectly owns at least 90% of the outstanding Shares (including Shares issued pursuant to the Top-Up Option and Shares tendered in any Table of Contents subsequent offering period), Parent, the Purchaser and O’Charley’s are required to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the acceptance for payment of the Shares by us pursuant to and in accordance with the terms of the Offer (the “Acceptance Time”), without a meeting of the holders of Shares in accordance with the applicable provisions of the TBCA. This Offer to Purchase and the related Letter of Transmittal contain important information that should be read carefully before any decision is made with respect to the Offer. THE TENDER OFFER