Common use of Price Offered Per Share Clause in Contracts

Price Offered Per Share. ​ ​ Upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal: $13.00, net to the stockholder in cash, without interest and less any applicable tax withholding. ​ ​ Scheduled Expiration of Offer ​ ​ One minute past 11:59 P.M., Eastern Time, on November 9, 2023, unless the Offer is otherwise extended or earlier terminated. ​ ​ Purchaser ​ ​ Basil Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Wonder. ​ ​ Blue Apron Board Recommendation ​ ​ The Blue Apron Board unanimously recommended that Blue Apron’s stockholders accept the Offer and tender their Shares pursuant to the Offer. ​ • Basil Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Wonder, which was formed solely for the purpose of facilitating the acquisition of Blue Apron by Wonder, is offering to buy all Shares in exchange for the Offer Price. ​ • Unless the context indicates otherwise, in this Offer to Purchase, we use the terms “us,” “we” and “our” to refer to Purchaser together with, where appropriate, Wonder. We use the term “Purchaser” to refer to Basil Merger Corporation alone, the term “Wonder” to refer to Wonder Group, Inc. alone and the term “Blue Apron” to refer to Blue Apron Holdings, Inc. alone. ​ See Section 8 — “Certain Information Concerning Wonder and Purchaser.” • Purchaser is offering to purchase all of the issued and outstanding Shares on the terms and subject to the conditions set forth in this Offer to Purchase. In this Offer to Purchase, we use the term “Offer” to refer to this offer to purchase the Shares and the term “Shares” to refer to the issued and outstanding shares of Class A common stock, par value $0.0001 per share, of Blue Apron, which constitute all of the issued and outstanding shares of capital stock of Blue Apron, that are the subject of the Offer. ​ See Section 1 — “Terms of the Offer.” • We are making the Offer because we want to acquire control of, and ultimately the entire equity interest in, Blue Apron. Following the consummation of the Offer, we intend to complete the Merger ​ TABLE OF CONTENTS (as defined below) as soon as practicable. Upon completion of the Merger, Blue Apron will become a wholly owned subsidiary of Wonder. In addition, we will cause the Shares to be delisted from The Nasdaq Stock Market (“Nasdaq”) and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after completion of the Merger. • The Offer is open to all holders and beneficial owners of the Shares. ​ • Purchaser is offering to pay $13.00 per Share, net to the stockholder in cash, without interest and less any applicable tax withholding. ​ See the “Introduction” to this Offer to Purchase. • If you are the holder of record of your Shares and you directly tender your Shares to us in the Offer, you will not need to pay brokerage fees, commission or similar expenses. If you own your Shares through a broker, dealer, commercial bank, trust company or other nominee, and your broker, dealer, commercial bank, trust company or other nominee tenders your Shares on your behalf, your broker, dealer, commercial bank, trust company or other nominee may charge you a fee for doing so. You should consult your broker, dealer, commercial bank, trust company or other nominee to determine whether any charges will apply. ​ See the “Introduction” to this Offer to Purchase and Section 18 — “Fees and Expenses.” • Yes. Blue Apron, Wonder and Purchaser have entered into an Agreement and Plan of Merger, dated September 28, 2023 (as it may be amended from time to time, the “Merger Agreement”). The Merger Agreement contains the terms and conditions of the Offer and the Merger. ​ See Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement” and Section 15 — “Conditions of the Offer.” • The exchange of Shares for cash pursuant to the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. Holder (as defined below) who sells Shares pursuant to the Offer or receives cash in exchange for Shares pursuant to the Merger generally will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (i) the amount of cash received and (ii) the U.S. Holder’s adjusted tax basis in the Shares sold pursuant to the Offer or converted pursuant to the Merger. See Section 5 — “Material U.S. Federal Income Tax Consequences” for a more detailed discussion of the tax treatment of the Offer and the Merger. ​ • If you are a Non-U.S. Holder (as defined below), you generally will not be subject to U.S. federal income tax with respect to the sale of Shares pursuant to the Offer or receipt of cash in exchange for Shares pursuant to the Merger unless you have certain connections to the United States. See Section 5 — “Material U.S. Federal Income Tax Consequences” for a more detailed discussion of the tax treatment of the Offer and the Merger. ​ • Yes. We estimate that we will need approximately $103,000,000 in cash to purchase all of the Shares pursuant to the Offer and to complete the Merger. Wonder will provide Purchaser with sufficient funds ​ TABLE OF CONTENTS to purchase all Shares validly tendered (and not properly withdrawn) in the Offer. Wonder has and will continue to have cash on hand necessary to satisfy all of Purchaser’s payment obligations under the Merger Agreement and resulting from the Transactions. The Offer is not conditioned upon Wonder’s or Purchaser’s ability to finance or fund the purchase of the Shares pursuant to the Offer. See Section 9 — “Source and Amount of Funds.” • We do not think Purchaser’s financial condition is relevant to your decision to tender Shares in the Offer because: ​ • the Offer is being made for all issued and outstanding Shares solely for cash; ​ • through Wonder, Purchaser will have sufficient funds available to purchase all Shares validly tendered (and not properly withdrawn) in the Offer and, if we consummate the Offer and the Merger, all Shares converted into the right to receive an amount in cash equal to the Offer Price in the Merger; and ​ • the Offer and the Merger are not subject to any financing condition. ​ See Section 9 — “Source and Amount of Funds” and Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement.” •

Price Offered Per Share. ​ ​ Upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal: $13.00, net to the stockholder 15.00 per Share in cash, subject to applicable withholding taxes and without interest and less any applicable tax withholding(the “Offer Price”). ​ ​ Scheduled Expiration of Offer ​ ​ One minute past after 11:59 P.M.p.m., Eastern TimeNew York City time, on November 9October 1, 2023, 2024 unless the Offer is otherwise extended or earlier terminatedterminated (the “Expiration Time”). ​ ​ Purchaser Merger Sub ​ ​ Basil Vapor Merger CorporationSub Inc., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Wonder. ​ ​ Blue Apron Board Recommendation ​ ​ The Blue Apron Board unanimously recommended that Blue Apron’s stockholders accept the Offer and tender their Shares pursuant to the Offer. ​ • Basil Merger CorporationJTI (US) Holding Inc., a Delaware corporation and (“Parent”). ​ Merger Sub, which is a wholly owned subsidiary of WonderParent, which is offering to purchase for the Offer Price all Shares of the Company. Merger Sub is a Delaware corporation that was formed solely for the sole purpose of facilitating the acquisition of Blue Apron the Company by WonderParent. Parent is an indirect wholly owned subsidiary of Japan Tobacco Inc., is offering a global company headquartered in Tokyo, Japan, which, together with its affiliates (the “JT Group”), operates in three business segments: tobacco, pharmaceuticals and processed food. Within the tobacco business, the largest segment products are sold in over 130 markets and its global flagship brands include Winston, Camel, MEVUIS and LD. Parent has agreed pursuant to buy all the Merger Agreement (as defined below) to cause Merger Sub to, upon the terms and subject to the conditions in this Offer to Purchase and the related Letter of Transmittal, accept and pay for Shares in exchange for validly tendered and not validly withdrawn pursuant to the Offer PriceOffer. ​ • Unless the context indicates otherwise, in this Offer to Purchase, we use the terms “us,” “we” and “our” to refer to Purchaser together withMerger Sub and, where appropriate, WonderParent. We use the term “PurchaserMerger Sub” to refer to Basil Vapor Merger Corporation Sub Inc. alone, the term “WonderParent” to refer to Wonder GroupJTI (US) Holding Inc. alone, Inc. alone and the term “Blue ApronJTI” to refer to Blue Apron Holdings, Inc. alone. ​ JT International Holding B.V. alone and the phrase “the Company” to refer to Vector Group Ltd. See Section 8 — “Certain Information Concerning Wonder JTI, Parent and PurchaserMerger Sub.” • Purchaser Merger Sub is offering to purchase all of the issued and outstanding Shares of the Company on the terms and subject to the conditions set forth in this Offer to Purchase. In this Offer to Purchase, we use the term “Offer” to refer to this offer to purchase the Shares and the term “Shares” to refer to the issued and outstanding shares of Class A common stock, par value $0.0001 per share, of Blue Apron, which constitute all of the issued and outstanding shares of capital stock of Blue Apron, that are the subject of the Offer. ​ See Section 1 — “Terms of the Offer.” • We are making the Offer because we want to acquire control of, and ultimately the entire equity interest in, Blue Apron. Following the consummation of the Offer, we intend to complete the Merger ​ TABLE OF CONTENTS (as defined below) as soon as practicable. Upon completion of the Merger, Blue Apron will become a wholly owned subsidiary of Wonder. In addition, we will cause the Shares to be delisted from The Nasdaq Stock Market (“Nasdaq”) and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after completion of the Merger. • The Offer is open to all holders and beneficial owners of the Shares. ​ • Purchaser is offering to pay $13.00 per Share, net to the stockholder in cash, without interest and less any applicable tax withholding. ​ See the “Introduction” to this Offer to Purchase. • If you are the holder of record of your Shares and you directly tender your Shares to us in the Offer, you will not need to pay brokerage fees, commission or similar expenses. If you own your Shares through a broker, dealer, commercial bank, trust company or other nominee, and your broker, dealer, commercial bank, trust company or other nominee tenders your Shares on your behalf, your broker, dealer, commercial bank, trust company or other nominee may charge you a fee for doing so. You should consult your broker, dealer, commercial bank, trust company or other nominee to determine whether any charges will apply. ​ See the “Introduction” to this Offer to Purchase and Section 18 — “Fees and Expenses.” • Yes. Blue Apron, Wonder and Purchaser have entered into an Agreement and Plan of Merger, dated September 28, 2023 (as it may be amended from time to time, the “Merger Agreement”). The Merger Agreement contains the terms related Letter of Transmittal and conditions Notice of the Offer and the Merger. ​ See Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement” and Section 15 — “Conditions of the OfferGuaranteed Delivery.” • The exchange of Shares for cash pursuant to the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. Holder (as defined below) who sells Shares pursuant to the Offer or receives cash in exchange for Shares pursuant to the Merger generally will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (i) the amount of cash received and (ii) the U.S. Holder’s adjusted tax basis in the Shares sold pursuant to the Offer or converted pursuant to the Merger. See Section 5 — “Material U.S. Federal Income Tax Consequences” for a more detailed discussion of the tax treatment of the Offer and the Merger. ​ • If you are a Non-U.S. Holder (as defined below), you generally will not be subject to U.S. federal income tax with respect to the sale of Shares pursuant to the Offer or receipt of cash in exchange for Shares pursuant to the Merger unless you have certain connections to the United States. See Section 5 — “Material U.S. Federal Income Tax Consequences” for a more detailed discussion of the tax treatment of the Offer and the Merger. ​ • Yes. We estimate that we will need approximately $103,000,000 in cash to purchase all of the Shares pursuant to the Offer and to complete the Merger. Wonder will provide Purchaser with sufficient funds ​ TABLE OF CONTENTS to purchase all Shares validly tendered (and not properly withdrawn) in the Offer. Wonder has and will continue to have cash on hand necessary to satisfy all of Purchaser’s payment obligations under the Merger Agreement and resulting from the Transactions. The Offer is not conditioned upon Wonder’s or Purchaser’s ability to finance or fund the purchase of the Shares pursuant to the Offer. See Section 9 — “Source and Amount of Funds.” • We do not think Purchaser’s financial condition is relevant to your decision to tender Shares in the Offer because: ​ • the Offer is being made for all issued and outstanding Shares solely for cash; ​ • through Wonder, Purchaser will have sufficient funds available to purchase all Shares validly tendered (and not properly withdrawn) in the Offer and, if we consummate the Offer and the Merger, all Shares converted into the right to receive an amount in cash equal to the Offer Price in the Merger; and ​ • the Offer and the Merger are not subject to any financing condition. ​ See Section 9 — “Source and Amount of Funds” and Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement.” •

Price Offered Per Share. ​ ​ Upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal: $13.0060.00, net to the stockholder seller in cash, without interest and less any applicable withholding taxes. Scheduled Expiration of Offer One minute past 11:59 P.M., New York City time, on March 31, 2021, unless the Offer is otherwise extended or earlier terminated. Purchaser Panama Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Merck Sharp & Dohme Corp. Pandion Board Recommendation The Pandion Board unanimously recommends that the holders of Shares tender their Shares pursuant to the Offer. Panama Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, which was formed solely for the purpose of facilitating an acquisition of Pandion by Parent, is offering to buy all Shares at a price per share of $60.00, net to the seller in cash, without interest and less any applicable tax withholding. ​ ​ Scheduled Expiration of Offer ​ ​ One minute past 11:59 P.M., Eastern Time, on November 9, 2023, unless the Offer Parent is otherwise extended or earlier terminated. ​ ​ Purchaser ​ ​ Basil Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Wonder. ​ ​ Blue Apron Board Recommendation ​ ​ The Blue Apron Board unanimously recommended that Blue Apron’s stockholders accept the Offer and tender their Shares pursuant to the Offer. ​ • Basil Merger CorporationMerck & Co., Inc., a Delaware New Jersey corporation and a wholly owned subsidiary of Wonder(“Merck”), which was formed solely for is a global health care company that delivers innovative health solutions through its prescription medicines, vaccines, biologic therapies and animal health products. Merck’s operations are principally managed on a products basis and include two operating segments, which are the purpose pharmaceutical and animal health segments, both of facilitating the acquisition of Blue Apron by Wonder, is offering to buy all Shares in exchange for the Offer Pricewhich are reportable segments. ​ • Unless the context indicates otherwise, in this Offer to Purchase, we use the terms “us,” “we” and “our” to refer to Purchaser together withand, where appropriate, WonderParent. We use the term “Purchaser” to refer to Basil Panama Merger Corporation Sub, Inc. alone, the term “WonderParent” to refer to Wonder Group, Inc. Merck Sharp & Dohme Corp. alone and the term “Blue ApronPandion” to refer to Blue Apron HoldingsPandion Therapeutics, Inc. alone. ​ See Section 8 — “Certain 8—“Certain Information Concerning Wonder Parent and Purchaser.” • Table of Contents Purchaser is offering to purchase all of the issued and outstanding Shares on the terms and subject to the conditions set forth in this Offer to PurchasePurchase and the related Letter of Transmittal. In this Offer to Purchase, we use the term “Offer” to refer to this offer to purchase the Shares and the term “Shares” to refer to the issued and outstanding shares of Class A common stock, par value $0.0001 per share, of Blue Apron, which constitute all of the issued and outstanding shares of capital stock of Blue Apron, Shares that are the subject of the Offer. ​ See Section 1 — “Terms of the Offer.” • We are making the Offer because we want to acquire control of, and ultimately the entire equity interest in, Blue Apron. Following the consummation of the Offer, we intend to complete the Merger ​ TABLE OF CONTENTS (as defined below) as soon as practicable. Upon completion of the Merger, Blue Apron will become a wholly owned subsidiary of Wonder. In addition, we will cause the Shares to be delisted from The Nasdaq Stock Market (“Nasdaq”) and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after completion of the Merger. • The Offer is open to all holders and beneficial owners of the Shares. ​ • Purchaser is offering to pay $13.00 per Share, net to the stockholder in cash, without interest and less any applicable tax withholding. ​ See the “Introduction” to this Offer to Purchase. • If you are the holder of record of your Shares and you directly tender your Shares to us in the Offer, you will not need to pay brokerage fees, commission or similar expenses. If you own your Shares through a broker, dealer, commercial bank, trust company or other nominee, and your broker, dealer, commercial bank, trust company or other nominee tenders your Shares on your behalf, your broker, dealer, commercial bank, trust company or other nominee may charge you a fee for doing so. You should consult your broker, dealer, commercial bank, trust company or other nominee to determine whether any charges will apply. ​ See the “Introduction” to this Offer to Purchase and Section 18 — “Fees and Expenses.” • Yes. Blue Apron, Wonder and Purchaser have entered into an Agreement and Plan of Merger, dated September 28, 2023 (as it may be amended from time to time, the “Merger Agreement”). The Merger Agreement contains the terms and conditions of the Offer and the Merger. ​ See Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement” and Section 15 — “Conditions of the Offer.” • The exchange of Shares for cash pursuant to the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. Holder (as defined below) who sells Shares pursuant to the Offer or receives cash in exchange for Shares pursuant to the Merger generally will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (i) the amount of cash received and (ii) the U.S. Holder’s adjusted tax basis in the Shares sold pursuant to the Offer or converted pursuant to the Merger. See Section 5 — “Material U.S. Federal Income Tax Consequences” for a more detailed discussion of the tax treatment of the Offer and the Merger. ​ • If you are a Non-U.S. Holder (as defined below), you generally will not be subject to U.S. federal income tax with respect to the sale of Shares pursuant to the Offer or receipt of cash in exchange for Shares pursuant to the Merger unless you have certain connections to the United States. See Section 5 — “Material U.S. Federal Income Tax Consequences” for a more detailed discussion of the tax treatment of the Offer and the Merger. ​ • Yes. We estimate that we will need approximately $103,000,000 in cash to purchase all of the Shares pursuant to the Offer and to complete the Merger. Wonder will provide Purchaser with sufficient funds ​ TABLE OF CONTENTS to purchase all Shares validly tendered (and not properly withdrawn) in the Offer. Wonder has and will continue to have cash on hand necessary to satisfy all of Purchaser’s payment obligations under the Merger Agreement and resulting from the Transactions. The Offer is not conditioned upon Wonder’s or Purchaser’s ability to finance or fund the purchase of the Shares pursuant to the Offer. See Section 9 — “Source and Amount of Funds.” • We do not think Purchaser’s financial condition is relevant to your decision to tender Shares in the Offer because: ​ • the Offer is being made for all issued and outstanding Shares solely for cash; ​ • through Wonder, Purchaser will have sufficient funds available to purchase all Shares validly tendered (and not properly withdrawn) in the Offer and, if we consummate the Offer and the Merger, all Shares converted into the right to receive an amount in cash equal to the Offer Price in the Merger; and ​ • the Offer and the Merger are not subject to any financing condition. ​ See Section 9 — “Source and Amount of Funds” and Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement.” •

Price Offered Per Share. ​ ​ Upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal: $13.00, net to the stockholder 9.85 in cash, without interest thereon and less subject to any applicable tax withholdingrequired withholding taxes. ​ ​ Scheduled Expiration of Offer ​ ​ One minute past 11:59 P.M.Offer: 12:00 midnight, Eastern TimeNew York City time, on November 9at the end of Monday, 2023April 2, 2012, unless the Offer is otherwise extended or earlier terminatedextended. ​ ​ Purchaser ​ ​ Basil See Section 1 – “Terms of the Offer.” Purchaser: Xxxx Xxxxxx Sub Inc., a Tennessee corporation and an indirect, wholly-owned subsidiary of Fidelity National Financial, Inc., a Delaware corporation. We are Fred Merger CorporationSub Inc., a Tennessee corporation, formed for the purpose of making this Offer. We are an indirect, wholly-owned subsidiary of Fidelity National Financial, Inc., a Delaware corporation (“Parent”). Parent is a leading provider of title insurance, mortgage services and a wholly owned subsidiary of Wonderdiversified services. ​ ​ Blue Apron Board Recommendation ​ ​ The Blue Apron Board unanimously recommended that Blue Apron’s stockholders accept the Offer and tender their Shares pursuant to the Offer. ​ • Basil Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Wonder, which was formed solely for the purpose of facilitating the acquisition of Blue Apron by Wonder, is offering to buy all Shares in exchange for the Offer Price. ​ • Unless the context indicates otherwise, in this Offer to Purchase, we use the terms “us,” “we” and “our” to refer to Purchaser together withXxxx Xxxxxx Sub Inc. and, where appropriate, WonderParent. We use the term “Parent” to refer to Fidelity National Financial, Inc. alone, the term the “Purchaser” to refer to Basil Merger Corporation alone, Xxxx Xxxxxx Sub Inc. alone and the term terms “WonderO’Charley’s” or the “Company” to refer to Wonder Group, O’Charley’s Inc. alone and See the term “Blue ApronIntroduction” to refer this Offer to Blue Apron Holdings, Inc. alone. ​ See Purchase and Section 8 — – “Certain Information Concerning Wonder Parent, the Purchaser and PurchaserCertain Related Persons.” • Purchaser is We are offering to purchase all of the issued and outstanding Shares shares of common stock, without par value, of O’Charley’s on the terms and subject to the conditions set forth described in this Offer to Purchase. In Unless the context otherwise requires, in this Offer to Purchase, Purchase we use the term “Offer” to refer to this offer to purchase the Shares and the term “Shares” to refer to the issued and outstanding shares of Class A O’Charley’s common stock, par value $0.0001 per share, of Blue Apron, which constitute all of the issued and outstanding shares of capital stock of Blue Apron, that are the subject of the Offer. ​ See Section 1 — “Terms of the Offer.” • We are making the Offer because we want to acquire control of, and ultimately the entire equity interest in, Blue Apron. Following the consummation of the Offer, we intend to complete the Merger ​ TABLE OF CONTENTS (as defined below) as soon as practicable. Upon completion of the Merger, Blue Apron will become a wholly owned subsidiary of Wonder. In addition, we will cause the Shares to be delisted from The Nasdaq Stock Market (“Nasdaq”) and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after completion of the Merger. • The Offer is open to all holders and beneficial owners of the Shares. ​ • Purchaser is offering to pay $13.00 per Share, net to the stockholder in cash, without interest and less any applicable tax withholding. ​ See the “Introduction” to this Offer to PurchasePurchase and Section 1 – “Terms of the Offer.” We are offering to pay $9.85 per Share, net to you, in cash, without interest and subject to any required withholding taxes. • We refer to this amount as the “Offer Price.” If you are the holder of record owner of your Shares and Table of Contents you directly tender your Shares to us in the Offer, you will not need have to pay brokerage fees, commission fees or similar expenses. If you own your Shares through a broker, dealer, commercial bank, trust company banker or other nominee, and your broker, dealer, commercial bank, trust company banker or other nominee tenders your Shares on your behalf, your broker, dealer, commercial bank, trust company banker or other nominee may charge you a fee for doing so. You should consult your broker, dealer, commercial bank, trust company banker or other nominee to determine whether any charges will apply. ​ See the “Introduction” to this Offer to Purchase and Section 18 — “Fees and Expenses.” • Purchase. Yes. Blue ApronParent, Wonder the Purchaser and Purchaser O’Charley’s have entered into an Agreement and Plan of Merger, dated September 28as of February 5, 2023 2012 (as it may be amended from time to time, the “Merger Agreement”). The Merger Agreement contains provides, among other things, for the terms and conditions of the Offer and the subsequent merger of the Purchaser with and into O’Charley’s (the “Merger”). ​ See Section 11 — – “The Merger Agreement; Other Agreements — Merger AgreementAgreements” and Section 15 — – “Certain Conditions of the Offer.” • The exchange of Shares for cash pursuant to the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. Holder (as defined below) who sells Shares pursuant to the Offer or receives cash in exchange for Shares pursuant to the Merger generally will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (i) the amount of cash received and (ii) the U.S. Holder’s adjusted tax basis in the Shares sold pursuant to the Offer or converted pursuant to the Merger. See Section 5 — “Material U.S. Federal Income Tax Consequences” for a more detailed discussion of the tax treatment of the Offer and the Merger. ​ • If you are a Non-U.S. Holder (as defined below), you generally will not be subject to U.S. federal income tax with respect to the sale of Shares pursuant to the Offer or receipt of cash in exchange for Shares pursuant to the Merger unless you have certain connections to the United States. See Section 5 — “Material U.S. Federal Income Tax Consequences” for a more detailed discussion of the tax treatment of the Offer and the Merger. ​ • Yes. We estimate that we will need approximately $103,000,000 in cash 225 million to purchase all of the Shares that Parent and its subsidiaries do not already own pursuant to the Offer, to make payments in respect of outstanding in-the-money options, to repay O’Charley’s existing indebtedness and to consummate the Merger, plus related fees and expenses. Parent and its subsidiaries will provide us with sufficient funds (by means of a capital contribution and/or other advancement) to purchase all Shares properly tendered in the Offer and to complete the Merger. Wonder will provide Purchaser with sufficient funds ​ TABLE OF CONTENTS to purchase all Shares validly tendered (and not properly withdrawn) in the Offer. Wonder has and will continue to have cash on hand necessary to satisfy all of Purchaser’s payment obligations under funding for the Merger Agreement and resulting from the Transactionsother transactions contemplated by the Merger Agreement, which are expected to follow the successful completion of the Offer in accordance with the terms and conditions of the Merger Agreement. The Offer is not conditioned upon Wonder’s or Purchaser’s our ability to finance or fund the purchase of the Shares pursuant to the OfferOffer or the Merger. Parent expects to obtain the necessary funds from its and its subsidiaries’ available cash and cash equivalents and its existing credit facility. See Section 9 — – “Source and Amount of Funds.” • No. We do not think Purchaser’s our financial condition is relevant to your decision whether to tender Shares in and accept the Offer because: ​ • the Offer is being made for all issued and outstanding Shares solely for cash; ​ • we, through WonderParent and its subsidiaries, Purchaser will have sufficient funds available to purchase all Shares validly successfully tendered (and not properly withdrawn) in the Offer and, if we consummate the Offer and the Merger, all Shares converted into the right to receive an amount in cash equal light of our financial capacity in relation to the Offer Price in the Mergeramount of consideration payable; and ​ • the Offer and the Merger are is not subject to any financing condition; and • if we consummate the Offer, we expect to acquire any remaining Shares for the same cash price in the Merger. ​ See Section 9 — – “Source and Amount of Funds” and Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement.” •You will have until 12:00 midnight, New York City time, at the end of Monday, April 2, 2012 (which is the end of the day on April 2, 2012), to tender your Shares in the Offer, unless we extend the Offer. In addition, if we decide to provide a subsequent offering period for the Offer as described below, you will have an additional opportunity to tender your Shares. We do not currently intend to provide a subsequent offering period, although we reserve the right to do so.