Common use of per Share Clause in Contracts

per Share. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., EASTERN TIME, ON THURSDAY, DECEMBER 14, 2000, UNLESS THE OFFER IS EXTENDED. ------------------------------------------------------------------------------ Designs, Inc., a Delaware corporation, invites you to tender your shares of its common stock, par value $0.01 per share, to Designs, Inc. at a price not greater than $3.00 nor less than $2.20 per share in cash, as specified by tendering stockholders, upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal (which, as amended from time to time, together constitute the "offer"). Designs, Inc. will, upon the terms and subject to the conditions of the offer, determine a single per share price (not greater than $3.00 nor less than $2.20 per share), net to the seller in cash (the "Purchase Price"), that it will pay for shares validly tendered and not withdrawn pursuant to the offer, taking into account the number of shares so tendered and the prices specified by tendering stockholders. Designs, Inc. will select the lowest Purchase Price that will allow it to buy 1,500,000 shares of its common stock validly tendered and not withdrawn pursuant to the offer (or such lesser number of shares as are validly tendered at prices not greater than $3.00 nor less than $2.20 per share). Designs, Inc. will pay the Purchase Price for all shares validly tendered at prices at or below the Purchase Price and not withdrawn, upon the terms and subject to the conditions of the offer, including the terms thereof relating to proration and conditional tenders. Designs, Inc. reserves the right, in its sole discretion, to purchase more than 1,500,000 shares pursuant to the offer, up to a maximum of 1,000,000 additional shares. Under applicable regulations of the Securities and Exchange Commission, up to an additional 315,639 shares, or 2% of the outstanding shares, may be purchased without amending or extending the offer. Shares tendered at prices in excess of the Purchase Price and shares not purchased because of proration or conditional tenders will be returned. The offer is not conditioned on any minimum number of shares being tendered. The offer is, however, subject to certain other conditions. See Section 7. Designs, Inc. common stock is listed and traded on the Nasdaq National Market tier of The Nasdaq Stock Market under the symbol "DESI." On November 2, 2000, the last full trading day on the Nasdaq National Market prior to announcement of the offer, the closing per share sales price as reported on the Nasdaq National Market was $2.3750. Designs, Inc. urges you to obtain current quotations of the market price of the shares. See Section 8. The Board of Directors of Designs, Inc. has approved the offer. However, you must make your own decision whether to tender your shares and, if so, how many shares to tender and the price or prices at which you are tendering your shares. Neither Designs, Inc. nor its Board of Directors makes any recommendation to any stockholder as to whether to tender or refrain from tendering shares. Directors, officers and employees of Designs, Inc. who own shares may participate in the offer on the same basis as Designs, Inc.'s other stockholders. Designs, Inc. has been advised that neither the directors or executive officers of Designs, Inc. nor Jewelcor Management Inc., the company's largest stockholder, intend to tender shares pursuant to the offer. ----------------------------- The date of this Offer to Purchase is November 14, 2000. SUMMARY TERM SHEET This summary highlights the most material information from this Offer to Purchase. To understand the offer fully and for a more complete description of the terms of the offer, you should read carefully this entire Offer to Purchase and the related Letter of Transmittal. We have included section references to direct you to a more complete description of the topics in this summary.

per Share. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.12:00 MIDNIGHT, EASTERN NEW YORK CITY TIME, ON THURSDAYTUESDAY, DECEMBER 14APRIL 13, 2000, 1999 UNLESS THE OFFER IS EXTENDED. ------------------------------------------------------------------------------ Designs-------------------------------------------------------------------------------- Triarc Companies, Inc., a Delaware corporationcorporation (the 'Company'), invites you its stockholders to tender your shares of its common stockClass A Common Stock, par value $0.01 .10 per shareshare (the 'Class A Shares'), to Designsand shares of its Class B Common Stock, Inc. par value $.10 per share (the 'Class B Shares' and together with the Class A Shares, the 'Shares'), at a price prices not greater than $3.00 18.25 nor less than $2.20 16.25 per share Share, net to the seller in cash, as specified by tendering such stockholders, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, as amended from time to time, which together constitute the "offer"'Offer'). DesignsProvided that a minimum of 3,500,000 Shares are validly tendered and not withdrawn, Inc. will, upon the terms and subject to the conditions of the offer, Company will determine a single per share Share price (not greater than $3.00 18.25 nor less than $2.20 16.25 per share), net to the seller in cash (the "Purchase Price"), Share) that it will pay for shares the Shares validly tendered pursuant to the Offer and not withdrawn pursuant to (the offer'Purchase Price'), taking into account the number of shares Shares so tendered and the prices specified by tendering stockholders. Designs, Inc. The Company will select the lowest Purchase Price that will allow it to buy 1,500,000 shares of its common stock validly tendered and not withdrawn pursuant to the offer purchase 5,500,000 Shares (or such lesser number of shares Shares as are validly tendered at prices not greater than $3.00 18.25 nor less than $2.20 16.25 per share)Share) pursuant to the Offer. Designs, Inc. The Company will pay the Purchase Price for all shares Shares validly tendered at prices at or below the Purchase Price and not withdrawn, upon the terms and subject to the conditions of the offerOffer, including the terms thereof provisions relating to proration and conditional tendersproration. Designs, Inc. reserves the right, in its sole discretion, to purchase more than 1,500,000 shares All Shares not purchased pursuant to the offerOffer, up to a maximum of 1,000,000 additional shares. Under applicable regulations of the Securities and Exchange Commission, up to an additional 315,639 shares, or 2% of the outstanding shares, may be purchased without amending or extending the offer. including Shares tendered at prices in excess of greater than the Purchase Price and shares Shares not purchased because of proration or conditional tenders proration, will be returnedreturned at the Company's expense to the stockholders who tendered such Shares. Stockholders must complete the section of the Letter of Transmittal relating to the price at which they are tendering Shares in order to validly tender Shares. -------------- THE OFFER IS CONDITIONED UPON A MINIMUM OF 3,500,000 SHARES BEING VALIDLY TENDERED AND NOT WITHDRAWN (WHICH CONDITION MAY BE WAIVED BY THE COMPANY IN ITS SOLE DISCRETION). THE OFFER IS ALSO SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6. -------------- THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER. HOWEVER, NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER ALL OR ANY OF HIS OR HER SHARES. EACH STOCKHOLDER MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND AT WHAT PRICE OR PRICES. THE COMPANY HAS BEEN ADVISED THAT NO DIRECTOR OR EXECUTIVE OFFICER OF THE COMPANY INTENDS TO TENDER SHARES PURSUANT TO THE OFFER. The offer is not conditioned on any minimum number of shares being tendered. The offer is, however, subject to certain other conditions. See Section 7. Designs, Inc. common stock is Class A Shares are listed and traded on the Nasdaq National Market tier of The Nasdaq New York Stock Market Exchange (the 'NYSE') under the symbol "DESI'TRY." ' On November 2March 9, 20001999, the last full day of trading day on the Nasdaq National Market prior to the announcement of the offerOffer, the closing price per share sales price as reported Class A Share on the Nasdaq National Market NYSE Composite Tape was $2.375015 7/8. DesignsSTOCKHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE CLASS A SHARES. -------------- The Dealer Manager for the Offer is: XXXXXXXXXXX XXXXXXX & CO., Inc. urges you to obtain current quotations of the market price of the sharesINC. See Section 8. The Board of Directors of Designs, Inc. has approved the offer. However, you must make your own decision whether to tender your shares and, if so, how many shares to tender and the price or prices at which you are tendering your shares. Neither Designs, Inc. nor its Board of Directors makes any recommendation to any stockholder as to whether to tender or refrain from tendering shares. Directors, officers and employees of Designs, Inc. who own shares may participate in the offer on the same basis as Designs, Inc.'s other stockholders. Designs, Inc. has been advised that neither the directors or executive officers of Designs, Inc. nor Jewelcor Management Inc., the company's largest stockholder, intend to tender shares pursuant to the offer. ----------------------------- -------------- The date of this Offer to Purchase is November 14March 12, 20001999. SUMMARY TERM SHEET This summary highlights the most material information from this Offer to Purchase. To understand the offer fully and for a more complete description of the terms of the offer, you should read carefully this entire Offer to Purchase and the related Letter of Transmittal. We have included section references to direct you to a more complete description of the topics in this summary.TABLE OF CONTENTS

per Share. THE OFFEROn December 20, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.2019, EASTERN TIMEthe last full day of trading before commencement of the Offer, ON THURSDAYthe reported closing sales price of the Shares on NASDAQ was $68.02 per Share. We encourage you to obtain current market quotations for Shares before deciding whether to tender your Shares. See Section 6 — “Price Range of Shares; Dividends on the Shares.” No. No appraisal rights will be available to you in connection with the Offer. However, DECEMBER 14if Purchaser purchases Shares pursuant to the Offer, 2000and the Merger is completed, UNLESS THE OFFER IS EXTENDEDholders 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 have their Shares appraised by the Delaware Court of Chancery and to receive payment of the “fair Table of Contents value” of such shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, thereon. ------------------------------------------------------------------------------ DesignsThe “fair value” could be greater than, Inc.less than or the same as the Offer Price. See Section 17 — “Appraisal Rights.” You may call 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 Thunder Acquisition Corp., a Delaware corporationcorporation (“Purchaser”) and a wholly owned indirect subsidiary of Sanofi, invites you a French société anonyme (“Parent”), is offering to tender your purchase any and all of the outstanding shares of its common stock, par value $0.01 0.001 per shareshare (the “Shares”), to Designsof Synthorx, Inc. Inc., a Delaware corporation (the “Company”), at a purchase price not greater than of $3.00 nor less than $2.20 68.00 per share Share in cash, as specified by tendering stockholderscash (the “Offer Price”) without any interest thereon and 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 this Offer to Purchase, as 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 December 7, 2019 (as it may be amended from time to time, together constitute the "offer"“Merger Agreement”). Designs, Inc. willby and among the Company, Parent and Purchaser, pursuant to which, 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 merge with and into 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”). In the Merger, each Share issued and outstanding immediately prior to the effective time of the offerMerger (the “Effective Time”) (other than (i) Shares owned by Purchaser, determine a single per share price Parent, or any direct or indirect wholly owned subsidiary of Parent immediately prior to the Effective Time, (not greater than $3.00 nor less than $2.20 per shareii) Shares owned by the Company (or held in the Company’s treasury), net (iii) Shares irrevocably accepted for purchase in the Offer or (iv) Shares held by any stockholder who 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 the DGCL with respect to such Shares) will be converted into the right to receive an amount in cash equal to the seller Offer Price, without any interest thereon and 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 cash making payment for the Shares. The Merger Agreement is more fully described in Section 11 — “The Merger Agreement; Other Agreements.” Tendering stockholders who are the holders of record of their Shares and who tender directly to the Depositary (as defined above in the "Purchase Price")“Summary Term Sheet”) will not be obligated to pay brokerage fees or commissions or, that it will pay for shares validly tendered and not withdrawn as provided in Section 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the offerOffer. Stockholders who hold their Shares through a broker, taking into account banker or other nominee should consult such institution as to whether it charges any service fees or commissions. More complete descriptions of the number of shares so tendered Company Board’s reasons for recommending that the Company’s stockholders accept the Offer and the prices specified by tendering stockholders. Designs, Inc. will select the lowest Purchase Price that will allow it tender their Shares to buy 1,500,000 shares of its common stock validly tendered and not withdrawn Purchaser pursuant to the offer (or such lesser number of shares as are validly tendered at prices not greater than $3.00 nor less than $2.20 per share). DesignsOffer, Inc. will pay and for authorizing and approving the Purchase Price for all shares validly tendered at prices at or below Merger Agreement and the Purchase Price and not withdrawn, upon the terms and subject to the conditions of the offertransactions contemplated thereby, including the terms thereof relating to proration Offer and conditional tenders. Designsthe Merger (the “Transactions”), Inc. reserves are set forth in the right, in its sole discretion, to purchase more than 1,500,000 shares pursuant to the offer, up to a maximum of 1,000,000 additional shares. Under applicable regulations of the Securities and Exchange Commission, up to an additional 315,639 shares, or 2% of the outstanding shares, may be purchased without amending or extending the offer. Shares tendered at prices in excess of the Purchase Price and shares not purchased because of proration or conditional tenders will be returned. The offer is not conditioned on any minimum number of shares being tendered. The offer is, however, subject to certain other conditions. See Section 7. Designs, Inc. common stock is listed and traded Company’s Solicitation/Recommendation Statement on the Nasdaq National Market tier of The Nasdaq Stock Market under Schedule 14D-9 (the symbol "DESI." On November 2, 2000, the last full trading day on the Nasdaq National Market prior “Schedule 14D-9”) that is being mailed to announcement of the offer, the closing per share sales price as reported on the Nasdaq National Market was $2.3750. Designs, Inc. urges you to obtain current quotations of the market price of the shares. See Section 8. The Board of Directors of Designs, Inc. has approved the offer. However, you must make your own decision whether to tender your shares and, if so, how many shares to tender and the price or prices at which you are tendering your shares. Neither Designs, Inc. nor its Board of Directors makes any recommendation to any stockholder as to whether to tender or refrain from tendering shares. Directors, officers and employees of Designs, Inc. who own shares may participate in the offer on the same basis as Designs, Inc.'s other stockholders. Designs, Inc. has been advised that neither the directors or executive officers of Designs, Inc. nor Jewelcor Management Inc., the company's largest stockholder, intend to tender shares pursuant to the offer. ----------------------------- The date of this Offer to Purchase is November 14, 2000. SUMMARY TERM SHEET This summary highlights the most material information from together with this Offer to Purchase. To understand Stockholders should carefully read the offer fully information set forth in the Schedule 14D-9, including the information set forth in Item 4 under the sub-headings “Background of Offer and Merger” and “Reasons for a more complete description of the terms of the offer, you should read carefully this entire Offer to Purchase and the related Letter of Transmittal. We have included section references to direct you to a more complete description of the topics in this summaryRecommendation.”

per Share. THE OFFERWe encourage you to obtain a recent market quotation for Shares before deciding whether to tender your Shares. See Section 6 – “Price Range of Shares; Dividends.” Yes. Concurrently with entering into the Merger Agreement, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.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”), EASTERN TIMEwhich provide, ON THURSDAYamong other things, DECEMBER 14that each Supporting Stockholder will tender into the Offer, 2000and not withdraw, UNLESS THE OFFER IS EXTENDEDall outstanding Shares such Supporting Stockholder owns of record or beneficially (within the meaning of Rule 13d-3 under the Exchange Act). ------------------------------------------------------------------------------ DesignsThe 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, (ii) the 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 be derived by the Supporting Stockholder as a result of the transactions contemplated by the Merger Agreement is executed and delivered. The Supporting Stockholders collectively beneficially owned, in the aggregate, 6,694,843 Shares (or approximately 34.7 % of all Shares outstanding as of January 12, 2017). See Section 11 – “The Merger Agreement; Other Agreements – Tender and Support Agreements.” Table of Contents No appraisal rights will be available to you in connection with the Offer. However, 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 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 same as the Offer Price. See Section 17 – “Appraisal Rights.” You may call Xxxxxxxxx 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 ProCar Acquisition Corporation, a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Xxx Xxxxx and Company, an Indiana corporation (“Lilly”), is offering to purchase all outstanding shares of common stock, par value, $0.001 per share (the “Shares”), of CoLucid Pharmaceuticals, Inc., a Delaware corporationcorporation (“CoLucid”), invites you to tender your shares of its common stock, par value $0.01 per share, to Designs, Inc. at a purchase price not greater than of $3.00 nor less than $2.20 46.50 per share Share (the “Offer Price”), net to the seller in cash, as specified by tendering stockholderswithout interest thereon and subject to any required 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 this Offer to Purchase, as 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 17, 2017 (as it may be amended from time to time, together constitute the "offer"“Merger Agreement”). Designs, Inc. willby and among CoLucid, Lilly and Purchaser, pursuant to which, after consummation of the Offer and the satisfaction or waiver of certain conditions, Purchaser will merge with and into 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”). In the Merger, each Share issued and outstanding immediately prior to the effective time of the offerMerger (the “Effective Time”) (other than (i) Shares owned by Purchaser, determine a single per share price Lilly, CoLucid (not greater than $3.00 nor less than $2.20 per share), net or held in CoLucid’s treasury) or any direct or indirect wholly-owned subsidiary of Lilly immediately prior to the seller Effective Time, or (ii) Shares held by any stockholder that 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 such stockholder’s rights to such appraisal and payment under the DGCL with respect to such Shares) will be converted into the right to receive an amount in cash equal to the Offer Price, without interest thereon and subject to any required tax withholding (the "Purchase Price"“Merger Consideration”). Under no circumstances will interest be paid on the purchase price for the Shares, that it 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.” Tendering stockholders who are record owners of their Shares and who tender directly to the Depositary (as defined above in the “Summary Term Sheet”) will not be obligated to pay for shares validly tendered and not withdrawn brokerage fees or commissions or, except as otherwise provided in Section 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the offerOffer. Stockholders who hold their Shares through a broker, taking into account banker or other nominee should consult such institution as to whether it charges any service fees or commissions. More complete descriptions of the number of shares so tendered CoLucid Special Committee’s reasons for recommending, and the prices specified by tendering stockholders. DesignsCoLucid Board’s reasons for authorizing and approving, Inc. will select the lowest Purchase Price that will allow it to buy 1,500,000 shares of its common stock validly tendered Merger Agreement and not withdrawn pursuant to the offer (or such lesser number of shares as are validly tendered at prices not greater than $3.00 nor less than $2.20 per share). Designs, Inc. will pay the Purchase Price for all shares validly tendered at prices at or below the Purchase Price and not withdrawn, upon the terms and subject to the conditions of the offertransactions contemplated thereby, including the terms thereof relating to proration Offer and conditional tenders. Designsthe Merger, Inc. reserves the right, are set forth in its sole discretion, to purchase more than 1,500,000 shares pursuant to the offer, up to a maximum of 1,000,000 additional shares. Under applicable regulations of the Securities and Exchange Commission, up to an additional 315,639 shares, or 2% of the outstanding shares, may be purchased without amending or extending the offer. Shares tendered at prices in excess of the Purchase Price and shares not purchased because of proration or conditional tenders will be returned. The offer is not conditioned on any minimum number of shares being tendered. The offer is, however, subject to certain other conditions. See Section 7. Designs, Inc. common stock is listed and traded CoLucid’s Solicitation/Recommendation Statement on the Nasdaq National Market tier of The Nasdaq Stock Market under Schedule 14D-9 (the symbol "DESI." On November 2, 2000, the last full trading day on the Nasdaq National Market prior “Schedule 14D-9”) that is being mailed to announcement of the offer, the closing per share sales price as reported on the Nasdaq National Market was $2.3750. Designs, Inc. urges you to obtain current quotations of the market price of the shares. See Section 8. The Board of Directors of Designs, Inc. has approved the offer. However, you must make your own decision whether to tender your shares and, if so, how many shares to tender and the price or prices at which you are tendering your shares. Neither Designs, Inc. nor its Board of Directors makes any recommendation to any stockholder as to whether to tender or refrain from tendering shares. Directors, officers and employees of Designs, Inc. who own shares may participate in the offer on the same basis as Designs, Inc.'s other stockholders. Designs, Inc. has been advised that neither the directors or executive officers of Designs, Inc. nor Jewelcor Management Inc., the company's largest stockholder, intend to tender shares pursuant to the offer. ----------------------------- The date of this Offer to Purchase is November 14, 2000. SUMMARY TERM SHEET This summary highlights the most material information from together with this Offer to Purchase. To understand Stockholders should carefully read the offer fully and for a more complete description information set forth in the Schedule 14D-9, including the information set forth in Item 4 under the sub-headings “Background of the terms Offer” and “Reasons for the Recommendation of the offer, you should read carefully this entire Offer to Purchase Special Committee and the related Letter of Transmittal. We have included section references to direct you to a more complete description of the topics in this summaryBoard.”

per Share. THE OFFERUNDERWRITING AGREEMENT ---------------------- _______, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.1999 Xxxx, EASTERN TIMEXxxx & Co., ON THURSDAYInc. 000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, DECEMBER 14, 2000, UNLESS THE OFFER IS EXTENDED. ------------------------------------------------------------------------------ Designs, Inc.Xxx Xxxxxx 00000 Ladies and Gentlemen: Key Capital Corporation, a Delaware corporationMaryland corporation ("Key" or "Company"), invites you the holding company for Key Bank and Trust, a Maryland chartered trust company ("Bank"), proposes to tender your issue and sell to Xxxx, Xxxx & Co., Inc. (the "Underwriter"), ____________ authorized but unissued shares of its common stock, $1.00 par value $0.01 per share, to Designs, Inc. at a price not greater than $3.00 nor less than $2.20 per share (the "Common Stock"). The Company also grants to Xxxx, Xxxx the option described in cashSection 2 to purchase all or any part of ______ additional shares of Common Stock to cover over-allotments. The aforesaid ___________ shares of Common Stock ("Initial Shares"), as specified by tendering stockholders, upon together with all or any part of the terms and _____ additional shares of Common Stock subject to the conditions option described in Section 2 ("Additional Shares"), are collectively herein called the "Shares." The Shares are more fully described in the Prospectus referred to below. The Underwriter proposes to resell the shares to the general public in a public offering ("Public Offering"). Prior to the date hereof, up to ____ shares of Common Stock were offered to the general public in a community offering ("Community Offering") pursuant to an agency agreement between the Company and the Underwriter dated ___, 1999 (the "Agency Agreement"). The Shares proposed to be sold to the Underwriter hereby represent Shares not sold in the Community Offering. The Community Offering and the Public Offering are collectively referred to herein as the "Offering." The initial public offering price for the Shares, the purchase price to be paid by the Underwriter for the Shares and the commission per Common Stock to be paid by the Company to the Underwriter shall be agreed upon by the Company and the Underwriter, and such agreement shall be set forth in this Offer to Purchase and a separate written instrument substantially in the related Letter form of Transmittal Exhibit A hereto (which, as amended from time to time, together constitute the "offerPrice Determination Agreement"). Designs, Inc. will, upon The Price Determination --------- Agreement may take the terms form of an exchange of any standard form of written telecommunication between the Company and subject to the conditions Underwriter and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the offer--------- Shares will be governed by this Agreement, determine a single per share price (not greater than $3.00 nor less than $2.20 per share), net to as supplemented by the seller in cash (Price Determination Agreement. From and after the "Purchase Price"), that it will pay for shares validly tendered and not withdrawn pursuant to the offer, taking into account the number of shares so tendered and the prices specified by tendering stockholders. Designs, Inc. will select the lowest Purchase Price that will allow it to buy 1,500,000 shares of its common stock validly tendered and not withdrawn pursuant to the offer (or such lesser number of shares as are validly tendered at prices not greater than $3.00 nor less than $2.20 per share). Designs, Inc. will pay the Purchase Price for all shares validly tendered at prices at or below the Purchase Price and not withdrawn, upon the terms and subject to the conditions date of the offer, including the terms thereof relating to proration execution and conditional tenders. Designs, Inc. reserves the right, in its sole discretion, to purchase more than 1,500,000 shares pursuant to the offer, up to a maximum of 1,000,000 additional shares. Under applicable regulations delivery of the Securities Price Determination Agreement, this Agreement shall be deemed to incorporate, and Exchange Commission, up all references herein to an additional 315,639 shares, or 2% of the outstanding shares, may "this Agreement" shall be purchased without amending or extending the offer. Shares tendered at prices in excess of the Purchase Price and shares not purchased because of proration or conditional tenders will be returned. The offer is not conditioned on any minimum number of shares being tendered. The offer is, however, subject deemed to certain other conditions. See Section 7. Designs, Inc. common stock is listed and traded on the Nasdaq National Market tier of The Nasdaq Stock Market under the symbol "DESI." On November 2, 2000include, the last full trading day on the Nasdaq National Market prior to announcement of the offer, the closing per share sales price as reported on the Nasdaq National Market was $2.3750. Designs, Inc. urges you to obtain current quotations of the market price of the shares. See Section 8. The Board of Directors of Designs, Inc. has approved the offer. However, you must make your own decision whether to tender your shares and, if so, how many shares to tender and the price or prices at which you are tendering your shares. Neither Designs, Inc. nor its Board of Directors makes any recommendation to any stockholder as to whether to tender or refrain from tendering shares. Directors, officers and employees of Designs, Inc. who own shares may participate in the offer on the same basis as Designs, Inc.'s other stockholders. Designs, Inc. has been advised that neither the directors or executive officers of Designs, Inc. nor Jewelcor Management Inc., the company's largest stockholder, intend to tender shares pursuant to the offer. ----------------------------- The date of this Offer to Purchase is November 14, 2000. SUMMARY TERM SHEET This summary highlights the most material information from this Offer to Purchase. To understand the offer fully and for a more complete description of the terms of the offer, you should read carefully this entire Offer to Purchase and the related Letter of Transmittal. We have included section references to direct you to a more complete description of the topics in this summaryPrice Determination Agreement.

per Share. THE OFFERThe Fund normally calculates the NAV of its Shares daily at the close of ordinary trading on the NYSE. On October 5, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.2018, EASTERN TIMEthe NAV was $8.16. During the pendency of the Offer, ON THURSDAYcurrent NAV quotations can be obtained from Xxxxxxxxx LLC, DECEMBER 14the information agent for the Offer (the “Information Agent”) at 0-000-000-0000. For more information see Section 1, 2000“Terms of the Offer; Expiration Date” and Section 5, UNLESS THE OFFER IS EXTENDED“Acceptance for Payment and Payment.” • The Offer expires on November 7, 2018 at 4:00 p.m., Central Time, unless the Fund extends the Offer (the “Expiration Date”). ------------------------------------------------------------------------------ Designs• The Fund may extend the Offer period at any time. If it does, Inc.the Fund will determine the purchase price as of the close of ordinary trading on the NYSE on the extended expiration date. • If the Offer is extended, the Fund will make a Delaware corporationpublic announcement of the extension no later than 8:30 a.m., invites Central Time, on the next business day following the previously scheduled expiration date. You should consult your broker or other Nominee Holder (as defined herein) to determine if there is an earlier deadline by which you must inform such Nominee Holder of any decision to tender your shares Common Shares and provide to such Nominee Holder any other required materials. For more information see Section 1, “Terms of its common stockthe Offer; Expiration Date” and Section 2, par value $0.01 per share, to Designs, Inc. at a price not greater than $3.00 nor less than $2.20 per share in cash, as specified by tendering stockholders, upon the terms and subject “Extension of Tender Period; Termination; Amendment.” No fees or commissions will be payable to the conditions set forth Fund in this Offer to Purchase and connection with the related Letter of Transmittal (whichOffer. However, as amended from time to timebrokers, together constitute dealers, or other persons may charge Shareholders a fee for soliciting tenders for Shares by the "offer"). Designs, Inc. will, upon the terms and subject to the conditions of the offer, determine a single per share price (not greater than $3.00 nor less than $2.20 per share), net to the seller in cash (the "Purchase Price"), that it will pay for shares validly tendered and not withdrawn Fund pursuant to the offerOffer. Shareholders may be obligated to pay transfer taxes on the purchase of Shares by the Fund and other transaction costs. Please contact Computershare Trust Company, taking into account N.A., the number of shares so tendered and depositary for the prices specified by tendering stockholdersOffer (the “Depositary”), for more details. DesignsFor more information see Section 1, Inc. will select the lowest Purchase Price that will allow it to buy 1,500,000 shares of its common stock validly tendered and not withdrawn pursuant to the offer (or such lesser number of shares as are validly tendered at prices not greater than $3.00 nor less than $2.20 per share). Designs, Inc. will pay the Purchase Price for all shares validly tendered at prices at or below the Purchase Price and not withdrawn, upon the terms and subject to the conditions “Terms of the offerOffer; Expiration Date,” Section 5, including “Acceptance for Payment and Payment” and Section 14, “Fees and Expenses.” Yes. Although permitted to do so, the terms thereof relating Fund does not expect to proration borrow money to finance the purchase of any tendered Shares. For more information see Section 8, “Source and conditional tenders. Designs, Inc. reserves the right, in its sole discretion, to purchase more than 1,500,000 shares pursuant to the offer, up to a maximum Amount of 1,000,000 additional shares. Under applicable regulations Funds; Effect of the Securities and Exchange Commission, up to an additional 315,639 shares, or 2% of the outstanding shares, may be purchased without amending or extending the offer. Shares tendered at prices in excess of the Purchase Price and shares not purchased because of proration or conditional tenders will be returned. The offer is not conditioned on any minimum number of shares being tendered. The offer is, however, subject to certain other conditions. See Section 7. Designs, Inc. common stock is listed and traded on the Nasdaq National Market tier of The Nasdaq Stock Market under the symbol "DESIOffer." On November 2, 2000, the last full trading day on the Nasdaq National Market prior to announcement of the offer, the closing per share sales price as reported on the Nasdaq National Market was $2.3750. Designs, Inc. urges you to obtain current quotations of the market price of the shares. See Section 8. The Board of Directors of Designs, Inc. has approved the offer. However, you must make your own decision whether to tender your shares and, if so, how many shares to tender and the price or prices at which you are tendering your shares. Neither Designs, Inc. nor its Board of Directors makes any recommendation to any stockholder as to whether to tender or refrain from tendering shares. Directors, officers and employees of Designs, Inc. who own shares may participate in the offer on the same basis as Designs, Inc.'s other stockholders. Designs, Inc. has been advised that neither the directors or executive officers of Designs, Inc. nor Jewelcor Management Inc., the company's largest stockholder, intend to tender shares pursuant to the offer. ----------------------------- The date of this Offer to Purchase is November 14, 2000. SUMMARY TERM SHEET This summary highlights the most material information from this Offer to Purchase. To understand the offer fully and for a more complete description of the terms of the offer, you should read carefully this entire Offer to Purchase and the related Letter of Transmittal. We have included section references to direct you to a more complete description of the topics in this summary.”

per Share. THE OFFERTERMS AGREEMENT --------------- Dated: December 5, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.1996 To: Equity Residential Properties Trust Xxx Xxxxx Xxxxxxxxx Xxxxx Xxxxxxx, EASTERN TIMEXxxxxxxx 00000 Attention: Xxxxxxx Xxxxxxx Ladies and Gentlemen: We, ON THURSDAYXxxxx Xxxxxx Inc. (the "Underwriters"), DECEMBER 14, 2000, UNLESS THE OFFER IS EXTENDED. ------------------------------------------------------------------------------ Designs, Inc., a Delaware corporation, invites you understand that Equity Residential Properties Trust ("EQR") proposes to tender your shares issue and sell 3,600,000 of its common stockCommon Shares of Beneficial Interest, $.01 par value $0.01 per share, being collectively hereinafter referred to Designsas the "Initial Underwritten Securities." In addition, Inc. at a price not greater than $3.00 nor less than $2.20 per share in cash, as specified by tendering stockholders, upon the terms and subject we understand that EQR proposes to grant to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal (which, as amended from time to time, together constitute the "offer"). Designs, Inc. will, upon the terms and subject to the conditions of the offer, determine a single per share price (not greater than $3.00 nor less than $2.20 per share), net to the seller in cash (the "Purchase Price"), that it will pay for shares validly tendered and not withdrawn pursuant to the offer, taking into account the number of shares so tendered and the prices specified by tendering stockholders. Designs, Inc. will select the lowest Purchase Price that will allow it to buy 1,500,000 shares of its common stock validly tendered and not withdrawn pursuant to the offer (or such lesser number of shares as are validly tendered at prices not greater than $3.00 nor less than $2.20 per share). Designs, Inc. will pay the Purchase Price for all shares validly tendered at prices at or below the Purchase Price and not withdrawn, upon the terms and subject to the conditions of the offer, including the terms thereof relating to proration and conditional tenders. Designs, Inc. reserves the right, in its sole discretion, Underwriters an option to purchase more than 1,500,000 shares pursuant to the offer, up to a maximum of 1,000,000 additional shares. Under applicable regulations of the Securities and Exchange Commission, up to an additional 315,639 shares540,000 of its Common Shares of Beneficial Interest, or 2% $.01 par value per share, for the sole purpose of covering over-allotments in connection with the sale of the outstanding sharesInitial Underwritten Securities (the "Option Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, the Underwriters offer to purchase the Initial Underwritten Securities and, to the extent any are purchased, the Option Securities, at the purchase price set forth below. The Underwritten Securities shall have the following terms: Common Shares Title of Securities: Common Shares of Beneficial Interest Number of Shares: 3,600,000 Par Value: $.01 per share Price to Public: $41.25 per share Purchase price per share: Compensation to the Underwriters equal to $2.17 per Common Share; provided, that compensation for sales of 10,000 or more Common Shares to a single purchaser will be $.83 per Common Share. Number of Option Securities, if any, that may be purchased by the Underwriters: 540,000 Delayed Delivery Contracts: Not authorized Additional co-managers, if any: None Other terms: Payment to be made to EQR by wire transfer of immediately available funds to the designated accounts of EQR to be delivered on the closing date set forth below. EQR will not, between the date hereof and the date which is 30 days from the date hereof, with respect to the Common Shares covered hereby, without amending your prior written consent, offer or extending sell, grant any option for the offer. sale of, or enter into any agreement to sell, any Common Shares tendered at prices in excess of (except for Common Shares issued pursuant to transactions exempt from registration under the Purchase Price 1933 Act, and shares not purchased because of proration reservations, agreements, employee benefit plans, dividend reinvestment plans, or conditional tenders will be returned. The offer is not conditioned on any minimum number of shares being tendered. The offer isemployee and trustee share options plans); provided, however, subject that in the event that the Underwriters exercise the over- allotment option for the Option Securities, the foregoing agreement by EQR not to certain other conditionsoffer or sell, grant any option for the sale of, or enter into any agreement to sell, any Common Shares shall be null and void and, provided further, that EQR may offer to sell, grant any option for the sale of, or enter into any agreement to sell Common Shares in privately negotiated, non- underwritten transactions including, without limitation, offers to sell or agreements to sell Common Shares in exchange for multifamily properties or securities of another issuer, or any combination thereof. See Section 7Closing date and location: December 11, 1996, Xxxxxxxxx & Xxxxxxxxxxx, P.C., Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000 All the provisions contained in the document attached as Annex A hereto entitled "Equity Residential Properties Trust (a Maryland real estate investment trust) -- Common Shares of Beneficial Interest, Preferred Shares of Beneficial Interest and Depositary Shares -- Standard Underwriting Provisions" are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in fun herein. DesignsTerms defined in such document are used herein as therein defined. Please accept this offer no later than 5:00 (five o'clock) P.M. (New York City time) on December 5, Inc. common stock is listed 1996 by signing a copy of this Terms Agreement in the space set forth below and traded returning the signed copy to us. Very truly yours, XXXXX XXXXXX INC. By: /s/ Xxxx X. Xxxxxxxxx --------------------------- Name: Xxxx X. Xxxxxxxxx Title: Managing Director Acting on behalf of itself Accepted: By: EQUITY RESIDENTIAL PROPERTIES TRUST, for itself and as the Nasdaq National Market tier general partner of The Nasdaq Stock Market under the symbol "DESI." On November ERP Operating Limited Partnership By: /s/ Xxxxx X. Xxxxxxxxxx -------------------------------------- Name: Xxxxx X. Xxxxxxxxxx Title: Executive Vice President and Chief Financial Officer EQUITY RESIDENTIAL PROPERTIES TRUST (a Maryland real estate investment trust) Common Shares of Beneficial Interest, Preferred Shares of Beneficial Interest and Depositary Shares STANDARD UNDERWRITING PROVISIONS -------------------------------- December 2, 20001996 Equity Residential Properties Trust, a Maryland real estate investment trust ("EQR") may from time to time issue and sell Common Shares of Beneficial Interest, $.01 par value (the "Common Shares"), and/or one or more series of its Preferred Shares of Beneficial Interest, $.01 par value (the "Preferred Shares"), or Preferred Shares represented by depositary shares (the "Depositary Shares") represented by depositary receipts (the "Depositary Receipts"), in one or more offerings on terms to be determined at the time of sale (the Common Shares, the last full trading day on Preferred Shares, the Nasdaq National Market prior Depositary Shares and the Depositary Receipts are collectively referred to announcement herein as the "Securities"). Each series of Preferred Shares may vary, as to the specific number of shares, title, stated value, liquidation preference, issuance price, ranking, dividend rate or rates (or method of calculation), dividend payment dates, any redemption or sinking fund requirements, any conversion provisions and any other variable terms as set forth in the applicable articles supplementary to EQR's Declaration of Trust (the "Articles Supplementary") relating to such Preferred Shares and filed with the State Department of Assessments and Taxation of Maryland ("SDAT") pursuant to Title 8 of the offerCorporations and Associations Article of the Annotated Code of Maryland (the "Maryland REIT Statute"). As used herein, "you" and "your," unless the closing per share sales price context otherwise requires, shall mean the parties to whom the applicable Terms Agreement (as reported on hereinafter defined) is addressed as co-managers with respect to Underwritten Securities (as hereinafter defined) purchased pursuant thereto. Whenever EQR determines to make an offering of Securities through you or through an underwriting syndicate managed by you, EQR will enter into an agreement (the Nasdaq National Market was $2.3750. Designs"Terms Agreement") providing for the sale of such Securities (the "Underwritten Securities") to, Inc. urges and the purchase and offering thereof by, you and such other underwriters, if any, selected by you as have authorized you to obtain current quotations enter into such Terms Agreement on their behalf (the "Underwriters," which term shall include you whether acting alone in the sale of the market price Underwritten Securities or as a member or members of the shares. See an underwriting syndicate and any Underwriter substituted pursuant to Section 810 hereof). The Board of Directors of Designs, Inc. has approved the offer. However, you must make your own decision whether to tender your shares and, if so, how many shares to tender and the price or prices at which you are tendering your shares. Neither Designs, Inc. nor its Board of Directors makes any recommendation to any stockholder as to whether to tender or refrain from tendering shares. Directors, officers and employees of Designs, Inc. who own shares may participate in the offer on the same basis as Designs, Inc.'s other stockholders. Designs, Inc. has been advised that neither the directors or executive officers of Designs, Inc. nor Jewelcor Management Inc., the company's largest stockholder, intend to tender shares pursuant Terms Agreement relating to the offer. ----------------------------- The date of this Offer to Purchase is November 14, 2000. SUMMARY TERM SHEET This summary highlights the most material information from this Offer to Purchase. To understand the offer fully and for a more complete description of the terms of the offer, you should read carefully this entire Offer to Purchase and the related Letter of Transmittal. We have included section references to direct you to a more complete description of the topics in this summary.offering of

per Share. THE OFFEROn March 3, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.2021, EASTERN TIMEthe last full day of trading before commencement of the Offer, ON THURSDAYthe reported closing sales price of the Shares on Nasdaq was $61.63 per Share. We encourage you to obtain a recent market quotation for Shares before deciding whether to tender your Shares. See Section 6—“Price Range of Shares; Dividends on the Shares.” Yes. Concurrently with entering into the Merger Agreement, DECEMBER 14Parent and Purchaser entered into Tender and Support Agreements (the “Support Agreements”) with certain stockholders (each a “Tendering Stockholder”), 2000which provide, UNLESS THE OFFER IS EXTENDEDamong other things, that the Tendering Stockholder will tender into the Offer, and not withdraw, his, her or its Shares subject to such Support Agreement (the “Covered Shares”). ------------------------------------------------------------------------------ DesignsThe 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) the mutual written agreement of Parent and the Tendering Stockholder, (ii) the Effective Time and (iii) the valid termination of the Merger Agreement in accordance with its terms. As of February 24, 2021, the Covered Shares represent approximately 39.99% of all Shares outstanding. See Section 11—“The Merger Agreement; Other Agreements—Support Agreements.” No appraisal rights will be available to holders of Shares who tender such Shares in connection with the Offer. However, 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 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 same as the Offer Price. See Section 17—“Appraisal Rights.” You may call 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 INTRODUCTION Panama Merger Sub, Inc., a Delaware corporationcorporation (“Purchaser”) and wholly-owned subsidiary of Merck Sharp & Dohme Corp., invites you a New Jersey corporation (“Parent”), is offering to tender your purchase all outstanding shares of its common stock, par value $0.01 0.001 per shareshare (the “Shares”), to Designsof Pandion Therapeutics, Inc. Inc., a Delaware corporation (“Pandion”), at a purchase price not greater than of $3.00 nor less than $2.20 60.00 per share Share (the “Offer Price”), net to the seller in cash, as specified by tendering stockholderswithout interest and less any applicable tax 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 (whichas it may be amended, as amended supplemented or otherwise modified from time to time, the “Letter of Transmittal”) which, together with this Offer to Purchase, as they may be amended, supplemented or otherwise modified from time to time, collectively constitute the "offer"“Offer”. The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of February 24, 2021 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”). Designs, Inc. willby and among Pandion, Parent and Purchaser, pursuant to which, after consummation of the Offer and the satisfaction or waiver of certain conditions, Purchaser will merge with and into 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 will be governed by Section 251(h) of the offer, determine a single per share price (not greater than $3.00 nor less than $2.20 per share), net to the seller in cash Delaware General Corporation Law (the "Purchase Price"), that it “DGCL”) and will pay for shares validly tendered be effected by Purchaser and not withdrawn Pandion without a stockholder vote pursuant to the offerDGCL as soon as practicable following the consummation of the Offer. In the Merger, taking each outstanding Share (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”) and (ii) Shares as to which appraisal rights have been perfected in accordance with the DGCL) will be cancelled and converted into account the right to receive an amount in cash equal to the Offer Price, without interest (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 or other taxes required by applicable law) determined by multiplying (i) the number of shares so tendered Shares subject to such stock option immediately prior to such cancellation by (ii) the excess, if 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 outstanding warrant to purchase Shares will be cancelled and the prices specified by tendering stockholders. Designs, Inc. holder thereof will select the lowest Purchase Price that will allow it be entitled to buy 1,500,000 shares of its common stock validly tendered and not withdrawn pursuant to the offer (or such lesser number of shares as are validly tendered at prices not greater than $3.00 nor less than $2.20 per share). Designs, Inc. will pay the Purchase Price for all shares validly tendered at prices at or below the Purchase Price and not withdrawn, upon the terms and subject to the conditions of the offer, including the terms thereof relating to proration and conditional tenders. Designs, Inc. reserves the rightreceive, in its sole discretionconsideration of such cancellation, an amount in respect of each Share for which such warrant is deemed to purchase more than 1,500,000 shares pursuant to the offer, up to a maximum of 1,000,000 additional shares. Under applicable regulations of the Securities and Exchange Commission, up to an additional 315,639 shares, or 2% of the outstanding shares, may be purchased without amending or extending the offer. Shares tendered at prices cashless exercised in excess of the Purchase Price and shares not purchased because of proration or conditional tenders will be returned. The offer is not conditioned on any minimum number of shares being tendered. The offer is, however, subject to certain other conditions. See Section 7. Designs, Inc. common stock is listed and traded on the Nasdaq National Market tier of The Nasdaq Stock Market under the symbol "DESI." On November 2, 2000, the last full trading day on the Nasdaq National Market prior to announcement of the offer, the closing per share sales price as reported on the Nasdaq National Market was $2.3750. Designs, Inc. urges you to obtain current quotations of the market price of the shares. See Section 8. The Board of Directors of Designs, Inc. has approved the offer. However, you must make your own decision whether to tender your shares and, if so, how many shares to tender and the price or prices at which you are tendering your shares. Neither Designs, Inc. nor its Board of Directors makes any recommendation to any stockholder as to whether to tender or refrain from tendering shares. Directors, officers and employees of Designs, Inc. who own shares may participate in the offer on the same basis as Designs, Inc.'s other stockholders. Designs, Inc. has been advised that neither the directors or executive officers of Designs, Inc. nor Jewelcor Management Inc., the company's largest stockholder, intend to tender shares pursuant to the offer. ----------------------------- The date of this Offer to Purchase is November 14, 2000. SUMMARY TERM SHEET This summary highlights the most material information from this Offer to Purchase. To understand the offer fully and for a more complete description of accordance with the terms of the offer, you should read carefully this entire Offer to Purchase and the related Letter of Transmittal. We have included section references to direct you to a more complete description of the topics in this summarywarrant.

per Share. THE OFFERThe Offer Price represents a premium of 57% over O’Charley’s volume weighted average share price for the 20 trading days immediately preceding the public announcement of the Offer and the Merger and a premium of 42% 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 quotation for Shares of O’Charley’s in deciding whether to tender your Shares. See Section 6 – “Price Range of Shares; Dividends.” Yes. Concurrently with the execution of the Merger Agreement, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.Crescendo Investments II, EASTERN TIMELLC, ON THURSDAYin its capacity as general partner of Crescendo Partners II, DECEMBER 14L.P., 2000Series Z, UNLESS THE OFFER IS EXTENDEDCrescendo Investments III, LLC, in its capacity as general partner of Crescendo Partners III, L.P., Xxxxxx Xxxxxx, and Xxxxxxx Xxxxxxx (each, a “Supporting Shareholder”), entered into a Tender and Support Agreement with Parent and the Purchaser (the “Support Agreement”) pursuant to which each Supporting Shareholder has agreed, among other things, (i) to tender in the Offer all of such Supporting Shareholder’s Shares; and (ii) that, in the event a vote 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 and against any proposal inconsistent therewith. ------------------------------------------------------------------------------ DesignsThe Support Agreement will terminate upon certain circumstances, including upon termination of the Merger Agreement. See Section 11 – “The Merger Agreement; Other Agreements.” Table of Contents Under the Merger Agreement, if we do not hold at least 90% of the outstanding Shares (on a fully-diluted basis, as defined in the Merger Agreement) after consummation of the Offer, Parent has the option, subject to certain limitations, to purchase (in cash or by promissory note) from O’Charley’s up to that number of newly issued Shares sufficient to cause Parent (together with any of its subsidiaries, including us) to own one Share more than 90% of the Shares then outstanding (on a fully-diluted basis, as defined in the Merger Agreement), at a price per Share equal to the Offer Price, to enable us to effect a “short-form merger” pursuant to Section 00-00-000 of the TBCA. We refer to this option as the “Top-Up Option.” See Section 11 – “The Merger Agreement; Other Agreements – Top-Up Option.” No dissenters’ rights will be available to you in connection with the Offer or the Merger. See Section 17 – “Dissenters’ Rights.” The Offer is made only for Shares and is not made for any employee stock options to purchase Shares that were granted under any O’Charley’s stock plan (“Options”). Pursuant to the Merger Agreement, 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 will be cancelled and converted into the right to receive an amount in cash, without interest and subject to any required withholding taxes, equal to the product of (i) the excess of the Offer Price over the per Share exercise price under such Option and (ii) the number of Shares subject to such Option. See Section 11 – “The Merger Agreement; Other Agreements – O’Charley’s Stock Options and Restricted Stock.” Pursuant to the Merger Agreement, the restrictions on each Share of restricted stock that is subject to forfeiture, vesting or other restrictions as of immediately prior to the acceptance of the Shares for payment in the Offer will lapse upon acceptance of Shares for payment in the Offer. Pursuant to the Merger Agreement, each Share that is outstanding as of the effective time of the Merger will be cancelled and converted into the right to receive an amount in cash, without interest and subject to any required withholding taxes, equal to the Offer Price. See Section 11 – “The Merger Agreement; Other Agreements – O’Charley’s Stock Options and Restricted Stock.” 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, you will recognize 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 gain or loss will be a capital gain or loss if you hold your Shares as capital assets at the time of the sale or exchange. 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 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 O’Charley’s Inc.: INTRODUCTION We, Xxxx Xxxxxx Sub Inc., a Tennessee corporation (the “Purchaser”) and an indirect, wholly-owned subsidiary of Fidelity National Financial, Inc., a Delaware corporationcorporation (“Parent”), invites you are offering to tender your purchase for cash all outstanding shares of its common stock, without par value $0.01 per share(the “Shares”), to Designsof O’Charley’s Inc., Inc. a Tennessee corporation (“O’Charley’s” or the “Company”), at a price not greater than of $3.00 nor less than $2.20 9.85 per share Share (the “Offer Price”), net to the sellers in cash, as specified by tendering stockholderswithout interest thereon and subject to any required withholding taxes, upon the terms and subject to the conditions described in this Offer to Purchase and in the related Letter of Transmittal (which collectively, as each may be amended or supplemented from time to time, constitute the “Offer”). We are making the Offer pursuant to an Agreement and Plan of Merger, dated as of February 5, 2012 (as it may be amended from time to time, the “Merger Agreement”), among Parent, the Purchaser and O’Charley’s. The Merger Agreement provides, among other things, for the making of the Offer and also provides that, following consummation of the Offer and subject to certain conditions, the Purchaser will be merged with and into O’Charley’s (the “Merger”) with O’Charley’s continuing as the surviving corporation and an indirect, wholly-owned subsidiary of Parent. In the Merger, each Share outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than Shares held by O’Charley’s, Parent, Purchaser or any wholly-owned subsidiary of O’Charley’s or Parent, which Shares will be cancelled and retired and will cease to exist without any consideration being delivered in exchange for those Shares) will be cancelled and converted into the right to receive $9.85 or any greater per Share price paid in the Offer, in cash, without interest thereon and subject to any 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 and employee restricted stock. Tendering 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. Shareholders who hold their Shares through a broker, banker or other nominee should consult that institution as to whether it charges any service fees or commissions. A more complete description of the O’Charley’s Board of Directors’ reasons for authorizing and approving the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger, is set forth in O’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 shareholders in connection with the Offer. 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.” 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 (which, as amended from time to time, together constitute the "offer"). Designs, Inc. will, upon the terms and subject contain important information that should be read carefully before any decision is made with respect to the conditions of the offer, determine a single per share price (not greater than $3.00 nor less than $2.20 per share), net to the seller in cash (the "Purchase Price"), that it will pay for shares validly tendered and not withdrawn pursuant to the offer, taking into account the number of shares so tendered and the prices specified by tendering stockholdersOffer. Designs, Inc. will select the lowest Purchase Price that will allow it to buy 1,500,000 shares of its common stock validly tendered and not withdrawn pursuant to the offer (or such lesser number of shares as are validly tendered at prices not greater than $3.00 nor less than $2.20 per share). Designs, Inc. will pay the Purchase Price for all shares validly tendered at prices at or below the Purchase Price and not withdrawn, upon the terms and subject to the conditions of the offer, including the terms thereof relating to proration and conditional tenders. Designs, Inc. reserves the right, in its sole discretion, to purchase more than 1,500,000 shares pursuant to the offer, up to a maximum of 1,000,000 additional shares. Under applicable regulations of the Securities and Exchange Commission, up to an additional 315,639 shares, or 2% of the outstanding shares, may be purchased without amending or extending the offer. Shares tendered at prices in excess of the Purchase Price and shares not purchased because of proration or conditional tenders will be returned. The offer is not conditioned on any minimum number of shares being tendered. The offer is, however, subject to certain other conditions. See Section 7. Designs, Inc. common stock is listed and traded on the Nasdaq National Market tier of The Nasdaq Stock Market under the symbol "DESI." On November 2, 2000, the last full trading day on the Nasdaq National Market prior to announcement of the offer, the closing per share sales price as reported on the Nasdaq National Market was $2.3750. Designs, Inc. urges you to obtain current quotations of the market price of the shares. See Section 8. The Board of Directors of Designs, Inc. has approved the offer. However, you must make your own decision whether to tender your shares and, if so, how many shares to tender and the price or prices at which you are tendering your shares. Neither Designs, Inc. nor its Board of Directors makes any recommendation to any stockholder as to whether to tender or refrain from tendering shares. Directors, officers and employees of Designs, Inc. who own shares may participate in the offer on the same basis as Designs, Inc.'s other stockholders. Designs, Inc. has been advised that neither the directors or executive officers of Designs, Inc. nor Jewelcor Management Inc., the company's largest stockholder, intend to tender shares pursuant to the offer. ----------------------------- The date of this Offer to Purchase is November 14, 2000. SUMMARY TERM SHEET This summary highlights the most material information from this Offer to Purchase. To understand the offer fully and for a more complete description of the terms of the offer, you should read carefully this entire Offer to Purchase and the related Letter of Transmittal. We have included section references to direct you to a more complete description of the topics in this summary.THE TENDER OFFER

per Share. THE OFFEROn February 6, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.2018, EASTERN TIMEthe last full day of trading before commencement of the Offer, ON THURSDAYthe reported closing sales price of the Shares on NASDAQ was $103.24 per Share. We encourage you to obtain current market quotations for Shares before deciding whether to tender your Shares. See Section 6 — “Price Range of Shares; Dividends on the Shares.” No. No appraisal rights will be available to you in connection with the Offer. However, DECEMBER 14if Purchaser purchases Shares pursuant to the Offer, 2000and the Merger is completed, UNLESS THE OFFER IS EXTENDEDholders 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 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. ------------------------------------------------------------------------------ DesignsThe “fair value” could be greater than, less than or the same as the Offer Price. See Section 17 — “Appraisal Rights.” You may call 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 Blink Acquisition Corp., a Delaware corporationcorporation (“Purchaser”) and an indirect, invites you wholly-owned subsidiary of Sanofi, a French société anonyme (“Parent”), is offering to tender your purchase any and all of the outstanding shares of its common stock, par value $0.01 0.001 per shareshare (the “Shares”), to Designsof Bioverativ Inc., Inc. a Delaware corporation (the “Company”), at a purchase price not greater than of $3.00 nor less than $2.20 105.00 per share Share in cash, as specified by tendering stockholderscash (the “Offer Price”) without interest thereon and net of any required 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 this Offer to Purchase, as 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 21, 2018 (as it may be amended from time to time, together constitute the "offer"“Merger Agreement”). Designs, Inc. willby and among the Company, Parent and Purchaser, pursuant to which, 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 merge with and into 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”). In the Merger, each Share issued and outstanding immediately prior to the effective time of the offerMerger (the “Effective Time”) (other than (i) Shares owned by Purchaser, determine Parent or any other direct or indirect wholly-owned subsidiary of Parent immediately prior to the Effective Time, (ii) Shares owned by 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 is entitled to demand appraisal and has properly exercised and perfected a single per share 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 the DGCL with respect to such Shares) will be converted into the right to receive an amount in cash equal to the Offer Price, without interest thereon and net of any required 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.” Tendering stockholders who are the holders of record of their Shares and who tender directly to Continental Stock Transfer & Trust Company, which is the depositary and paying agent for the Offer (not greater than $3.00 nor less than $2.20 per sharethe “Depositary”), net will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Section 6 of the Letter of Transmittal, stock transfer taxes with respect to the seller in cash (the "Purchase Price"), that it will pay for shares validly tendered and not withdrawn purchase of Shares by Purchaser pursuant to the offerOffer. Stockholders who hold their Shares through a broker, taking into account banker or other nominee should consult such institution as to whether it charges any service fees or commissions. Table of Contents More complete descriptions of the number of shares so tendered Company Board’s reasons for recommending that the Company’s stockholders accept the Offer and the prices specified by tendering stockholders. Designs, Inc. will select the lowest Purchase Price that will allow it tender their Shares to buy 1,500,000 shares of its common stock validly tendered and not withdrawn Purchaser pursuant to the offer (or such lesser number of shares as are validly tendered at prices not greater than $3.00 nor less than $2.20 per share). DesignsOffer, Inc. will pay and for authorizing and approving the Purchase Price for all shares validly tendered at prices at or below Merger Agreement and the Purchase Price and not withdrawn, upon the terms and subject to the conditions of the offertransactions contemplated thereby, including the terms thereof relating to proration Offer and conditional tenders. Designsthe Merger (collectively, Inc. reserves the right“Transactions”), are set forth in its sole discretion, to purchase more than 1,500,000 shares pursuant to the offer, up to a maximum of 1,000,000 additional shares. Under applicable regulations of the Securities and Exchange Commission, up to an additional 315,639 shares, or 2% of the outstanding shares, may be purchased without amending or extending the offer. Shares tendered at prices in excess of the Purchase Price and shares not purchased because of proration or conditional tenders will be returned. The offer is not conditioned on any minimum number of shares being tendered. The offer is, however, subject to certain other conditions. See Section 7. Designs, Inc. common stock is listed and traded Company’s Solicitation/Recommendation Statement on the Nasdaq National Market tier of The Nasdaq Stock Market under Schedule 14D-9 (the symbol "DESI." On November 2, 2000, the last full trading day on the Nasdaq National Market prior “Schedule 14D-9”) that is being mailed to announcement of the offer, the closing per share sales price as reported on the Nasdaq National Market was $2.3750. Designs, Inc. urges you to obtain current quotations of the market price of the shares. See Section 8. The Board of Directors of Designs, Inc. has approved the offer. However, you must make your own decision whether to tender your shares and, if so, how many shares to tender and the price or prices at which you are tendering your shares. Neither Designs, Inc. nor its Board of Directors makes any recommendation to any stockholder as to whether to tender or refrain from tendering shares. Directors, officers and employees of Designs, Inc. who own shares may participate in the offer on the same basis as Designs, Inc.'s other stockholders. Designs, Inc. has been advised that neither the directors or executive officers of Designs, Inc. nor Jewelcor Management Inc., the company's largest stockholder, intend to tender shares pursuant to the offer. ----------------------------- The date of this Offer to Purchase is November 14, 2000. SUMMARY TERM SHEET This summary highlights the most material information from together with this Offer to Purchase. To understand Stockholders should carefully read the offer fully and for a more complete description information set forth in the Schedule 14D-9, including the information set forth in Item 4 under the sub-headings “Background of the terms of the offer, you should read carefully this entire Offer to Purchase and the related Letter of Transmittal. We have included section references to direct you to a more complete description of the topics in this summaryMerger” and “Reasons for Recommendation.”

per Share. THE OFFERThe Offer Price represents a premium of approximately 21.2% over the closing stock price on June 13, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., EASTERN TIME, ON THURSDAY, DECEMBER 14, 2000, UNLESS THE OFFER IS EXTENDED. ------------------------------------------------------------------------------ Designs, Inc., 2014 and a Delaware corporation, invites you to tender your shares premium of its common stock, par value $0.01 per share, to Designs, Inc. at a price not greater than $3.00 nor less than $2.20 per share in cash, as specified by tendering stockholders, upon the terms and subject approximately 34.7% to the conditions set forth in this Offer to Purchase and the related Letter average closing price of Transmittal (which, as amended from time to time, together constitute the "offer"). Designs, Inc. will, upon the terms and subject to the conditions of the offer, determine a single per share price (not greater than $3.00 nor less than $2.20 per share), net to the seller in cash (the "Purchase Price"), that it will pay for shares validly tendered and not withdrawn pursuant to the offer, taking into account the number of shares so tendered and the prices specified by tendering stockholders. Designs, Inc. will select the lowest Purchase Price that will allow it to buy 1,500,000 shares of its Fusion-io's common stock validly tendered and not withdrawn pursuant to during the offer (or such lesser number of shares as are validly tendered at prices not greater than $3.00 nor less than $2.20 per share)30-day trading period ended on June 13, 2014. DesignsOn June 23, Inc. will pay the Purchase Price for all shares validly tendered at prices at or below the Purchase Price and not withdrawn, upon the terms and subject to the conditions of the offer, including the terms thereof relating to proration and conditional tenders. Designs, Inc. reserves the right, in its sole discretion, to purchase more than 1,500,000 shares pursuant to the offer, up to a maximum of 1,000,000 additional shares. Under applicable regulations of the Securities and Exchange Commission, up to an additional 315,639 shares, or 2% of the outstanding shares, may be purchased without amending or extending the offer. Shares tendered at prices in excess of the Purchase Price and shares not purchased because of proration or conditional tenders will be returned. The offer is not conditioned on any minimum number of shares being tendered. The offer is, however, subject to certain other conditions. See Section 7. Designs, Inc. common stock is listed and traded on the Nasdaq National Market tier of The Nasdaq Stock Market under the symbol "DESI." On November 2, 20002014, the last full trading day on before the Nasdaq National Market prior to announcement commencement of the offerOffer, the reported closing per share sales price as reported on the Nasdaq National Market was $2.3750. Designs, Inc. urges you to obtain current quotations of the market price of the sharesShares on the NYSE was $11.64 per Share. See Section 86—"Price Range of Shares; Dividends." If the Offer Conditions set forth in Section 15—"Certain Conditions of the Offer" are satisfied or waived and Purchaser consummates the Offer and accepts your Shares for payment, we will pay you an amount equal to the number of Shares you tendered multiplied by $11.25 in cash, without interest, less any applicable withholding taxes, promptly following expiration of the Offer. The Board See Section 1—"Terms of Directors of Designs, Inc. has approved the offerOffer" and Section 2—"Acceptance for Payment and Payment for Shares." No appraisal rights will be available to you in connection with the Offer. However, you must make your own decision whether may be entitled to appraisal rights in connection with the Merger if you do not tender your shares and, if so, how many shares to tender and the price or prices at which you are tendering your shares. Neither Designs, Inc. nor its Board of Directors makes any recommendation to any stockholder as to whether to tender or refrain from tendering shares. Directors, officers and employees of Designs, Inc. who own shares may participate Shares in the offer on Offer, subject to and in accordance with Delaware law. You would need to properly perfect your right to seek appraisal under Delaware law in connection with the same basis Merger in order to exercise appraisal rights. See Section 17—"Appraisal Rights." Pursuant to the Merger Agreement, as Designsof the Offer Closing, Inc.each option to purchase shares of Fusion-io's other stockholders. Designscommon stock (a "Fusion-io Option") that is unvested, Inc. unexpired, unexercised and outstanding immediately before the Offer Closing (an "Unvested Fusion-io Option"), has been advised an exercise price of less than the Offer Price, and is held by a person who is, as of immediately prior to the Offer Closing, an employee of Fusion-io or any of its subsidiaries, will be assumed by Parent and converted automatically at the Offer Closing into that neither the directors or executive officers number of Designsoptions to purchase shares of Parent's common stock ("Parent Common Stock", Inc. nor Jewelcor Management Inc.and such options, the company's largest stockholder, intend to tender shares pursuant "Parent Options") equal to the offer. ----------------------------- The date of this Offer to Purchase is November 14, 2000. SUMMARY TERM SHEET This summary highlights the most material information from this Offer to Purchase. To understand the offer fully and for a more complete description of the terms of the offer, you should read carefully this entire Offer to Purchase and the related Letter of Transmittal. We have included section references to direct you to a more complete description of the topics in this summary.product of

per Share. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., EASTERN TIME, ON THURSDAY, DECEMBER 14, 2000, UNLESS THE OFFER IS EXTENDED. ------------------------------------------------------------------------------ Designs, Inc., a Delaware corporation, invites you to tender your shares of its common stock, par value $0.01 per share, to Designs, Inc. at a price not greater than $3.00 nor less than $2.20 per share in cash, as specified by tendering stockholders, upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal (which, as amended from time to time, together constitute the "offer"). Designs, Inc. will, upon the terms and subject to the conditions of the offer, determine a single per share price (not greater than $3.00 nor less than $2.20 per share), net to the seller in cash (the "Purchase Price"), that it will pay for shares validly tendered and not withdrawn pursuant to the offer, taking into account the number of shares so tendered and the prices specified by tendering stockholders. Designs, Inc. will select the lowest Purchase Price that will allow it to buy 1,500,000 shares of its common stock validly tendered and not withdrawn pursuant to the offer (or such lesser number of shares as are validly tendered at prices not greater than $3.00 nor less than $2.20 per share). Designs, Inc. will pay the Purchase Price for all shares validly tendered at prices at or below the Purchase Price and not withdrawn, upon the terms and subject to the conditions of the offer, including the terms thereof relating to proration and conditional tenders. Designs, Inc. reserves the right, in its sole discretion, to purchase more than 1,500,000 shares pursuant to the offer, up to a maximum of 1,000,000 additional shares. Under applicable regulations of the Securities and Exchange Commission, up to an additional 315,639 shares, or 2% of the outstanding shares, may be purchased without amending or extending the offer. Shares tendered at prices in excess of the Purchase Price and shares not purchased because of proration or conditional tenders will be returned. The offer is not conditioned on any minimum number of shares being tendered. The offer is, however, subject to certain other conditions. See Section 7. Designs, Inc. common stock is listed and traded on the Nasdaq National Market tier of The Nasdaq Stock Market under the symbol "DESI." On November 2, 2000, the last full trading day on the Nasdaq National Market prior to announcement of the offer, the closing per share sales price as reported on the Nasdaq National Market was $2.3750. Designs, Inc. urges We encourage you to obtain current quotations of the a recent market price of the shares. See Section 8. The Board of Directors of Designs, Inc. has approved the offer. However, you must make your own decision quotation for Shares before deciding whether to tender your shares andShares. See Section 6 – “Price Range of Shares; Dividends on the Shares.” Yes. Concurrently with entering into the Merger Agreement, Parent and Purchaser entered into Support Agreements with certain stockholders (each a “Tendering Stockholder”), which 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 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) the mutual written agreement of Parent and the Tendering Stockholder, (ii) the Effective Time and (iii) the valid termination of the Merger Agreement 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 stock options and warrants to purchase Shares, as of the close of business on December 5, 2019 and based on the representation of ArQule in the Merger Agreement). See Section 11 – “The Merger Agreement; Other Agreements –Support Agreements.” No appraisal rights will be available to holders of Shares who tender such Shares in connection with the Offer. However, if so, how many shares Purchaser purchases Shares pursuant to tender the Offer and the price or prices at which you are tendering your shares. Neither DesignsMerger is completed, Inc. nor its Board holders of Directors makes any recommendation Shares immediately prior to any stockholder as to whether to the Effective Time who (i) did not tender or refrain from tendering shares. Directors, officers and employees of Designs, Inc. who own shares may participate their Shares in the offer on 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 same basis as Designs, Inc.'s other stockholdersthe Offer Price. Designs, Inc. has been advised that neither the directors or executive officers of Designs, Inc. nor Jewelcor Management See Section 17 – “Appraisal Rights.” You may call X.X. Xxxx & Co. Inc., the company's largest stockholderinformation agent for the Offer (the “Information Agent”), intend to tender shares pursuant to toll free at (000) 000-0000. See the offer. ----------------------------- The date back cover of this Offer to Purchase is November 14, 2000. SUMMARY TERM SHEET This summary highlights the most material information from this Offer to Purchase. To understand the offer fully and for a more complete description of the terms of the offer, you should read carefully this entire Offer to Purchase and the related Letter of Transmittal. We have included section references to direct you to a more complete description of the topics in this summaryadditional contact information.

per Share. THE OFFERWe encourage you to obtain a recent market quotation for Shares before deciding whether to tender your Shares. See Section 6 – “Price Range of Shares; Dividends on the Shares.” Yes. Concurrently with entering into the Merger Agreement, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.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”), EASTERN TIMEwhich provides, ON THURSDAYamong other things, DECEMBER 14that each Supporting Stockholder will tender into the Offer, 2000and not withdraw, UNLESS THE OFFER IS EXTENDEDall outstanding Shares such Supporting Stockholder owns of record or beneficially (within the meaning of Rule 13d-3 under the Exchange Act). ------------------------------------------------------------------------------ DesignsThe 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, in the aggregate, 10,815,051 Shares (or approximately 35.6% of all Shares outstanding as of May 18, 2018). See Section 11 – “The Merger Agreement; Other Agreements – Tender and Support Agreement.” No appraisal rights will be available to holders of Shares who tender such Shares in connection with the Offer. However, 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 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 same as the Offer Price. See Section 17 – “Appraisal Rights.” You may call Xxxxxxxxx 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 INTRODUCTION Bluegill Acquisition Corporation, a Delaware corporation (“Purchaser”) and wholly-owned subsidiary of Xxx Xxxxx and Company, an Indiana corporation (“Lilly”), is offering to purchase all outstanding shares of common stock, par value, $0.0001 per share (the “Shares”), of ARMO BioSciences, Inc., a Delaware corporationcorporation (“ARMO”), invites you to tender your shares of its common stock, par value $0.01 per share, to Designs, Inc. at a purchase price not greater than of $3.00 nor less than $2.20 50.00 per share Share (the “Offer Price”), net to the seller in cash, as specified by tendering stockholderswithout interest and less any applicable 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 this Offer to Purchase, as 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 May 9, 2018 (as it may be amended from time to time, together constitute the "offer"“Merger Agreement”). Designs, Inc. willby and among ARMO, Lilly and Purchaser, pursuant to which, after consummation of the Offer and the satisfaction or waiver of certain conditions, Purchaser will merge with and into 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”). In the Merger, each Share issued and outstanding immediately prior to the effective time of the offerMerger (the “Effective Time”) (other than (i) Shares owned by ARMO immediately prior to the Effective Time, determine a single per share price (not greater than $3.00 ii) Shares owned by 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 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 less than $2.20 per sharelost its rights to such appraisal and payment under the DGCL with respect to such Shares) will be converted into the right to receive an amount in cash equal to the Offer Price without interest (the “Merger Consideration”), net less any applicable tax withholding. The Merger Agreement is more fully described in Section 11 – “The Merger Agreement; Other Agreements.” Tendering stockholders who are record owners of their Shares and who tender directly to the seller Depositary (as defined above in cash (the "Purchase Price")“Summary Term Sheet”) will not be obligated to pay brokerage fees or commissions or, that it will pay for shares validly tendered and not withdrawn except as otherwise provided in Section 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the offerOffer. Stockholders who hold their Shares through a broker, taking into account the number of shares so tendered and the prices specified by tendering stockholders. Designs, Inc. will select the lowest Purchase Price that will allow it to buy 1,500,000 shares of its common stock validly tendered and not withdrawn pursuant to the offer (banker or other nominee should consult such lesser number of shares as are validly tendered at prices not greater than $3.00 nor less than $2.20 per share). Designs, Inc. will pay the Purchase Price for all shares validly tendered at prices at or below the Purchase Price and not withdrawn, upon the terms and subject to the conditions of the offer, including the terms thereof relating to proration and conditional tenders. Designs, Inc. reserves the right, in its sole discretion, to purchase more than 1,500,000 shares pursuant to the offer, up to a maximum of 1,000,000 additional shares. Under applicable regulations of the Securities and Exchange Commission, up to an additional 315,639 shares, or 2% of the outstanding shares, may be purchased without amending or extending the offer. Shares tendered at prices in excess of the Purchase Price and shares not purchased because of proration or conditional tenders will be returned. The offer is not conditioned on any minimum number of shares being tendered. The offer is, however, subject to certain other conditions. See Section 7. Designs, Inc. common stock is listed and traded on the Nasdaq National Market tier of The Nasdaq Stock Market under the symbol "DESI." On November 2, 2000, the last full trading day on the Nasdaq National Market prior to announcement of the offer, the closing per share sales price as reported on the Nasdaq National Market was $2.3750. Designs, Inc. urges you to obtain current quotations of the market price of the shares. See Section 8. The Board of Directors of Designs, Inc. has approved the offer. However, you must make your own decision whether to tender your shares and, if so, how many shares to tender and the price or prices at which you are tendering your shares. Neither Designs, Inc. nor its Board of Directors makes any recommendation to any stockholder institution as to whether it charges any service fees or commissions. The ARMO Board has unanimously: (i) determined that the Offer, the Merger and the other transactions contemplated by this Agreement (collectively, the “Transactions”) are fair to tender or refrain from tendering shares. Directors, officers and employees of Designs, Inc. who own shares may participate in the offer best interests of ARMO and its stockholders, (ii) duly authorized and approved the execution, delivery and performance by ARMO of the Merger Agreement and the consummation by ARMO of the Transactions, (iii) declared the Merger Agreement and the Transactions advisable, (iv) recommended that ARMO’s stockholders tender their Shares in the 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 DGCL. More complete descriptions of the ARMO Board’s reasons for authorizing and approving the Merger Agreement and the consummation of the Transactions are set forth in ARMO’s Solicitation/Recommendation Statement on the same basis as Designs, Inc.'s other stockholders. Designs, Inc. has been advised Schedule 14D-9 (the “Schedule 14D-9”) that neither the directors or executive officers of Designs, Inc. nor Jewelcor Management Inc., the company's largest stockholder, intend is being mailed to tender shares pursuant to the offer. ----------------------------- The date of this Offer to Purchase is November 14, 2000. SUMMARY TERM SHEET This summary highlights the most material information from you together with this Offer to Purchase. To understand Stockholders should carefully read the offer fully and for a more complete description information set forth in the Schedule 14D-9, including the information set forth in Item 4 under the sub-headings “Background of the terms Offer” and “Reasons for the Recommendation of the offer, you should read carefully this entire Offer to Purchase and the related Letter of Transmittal. We have included section references to direct you to a more complete description of the topics in this summaryBoard.”